Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the Corporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion, and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation is required to maintain, and will render regular reports to the Adviser and to officers and Directors of the Corporation concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors of the Corporation and in compliance with such policies as the Directors of the Corporation may from time to time establish and communicate to Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Portfolio set forth in the Corporation's current prospectus and statement of additional information as provided to Subadviser, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management of the portion of the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the Corporation; and (b) federal and state securities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) and (e) of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the Adviser. The Subadviser further represents and warrants that to the extent any statements or omissions made in any Registration Statement for shares of the Corporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 8 contracts
Samples: Subadvisory Agreement (Sunamerica Focused Series Inc), Subadvisory Agreement (Style Select Series Inc), Subadvisory Agreement (Style Select Series Inc)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the CorporationTrust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached heretoPortfolio. The Subadviser will determine determine, in its discretion, discretion and subject to the oversight and review of the Adviser, the securities and other investments to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilities. The Subadviser, as agent and attorney-in-fact of the Trust, may, when it deems appropriate and without prior consultation with the Adviser, (a) buy, sell, exchange, convert and otherwise trade in any stocks, bonds and other securities including money market instruments, whether the issuer is organized in the United States or outside the United States, (b) place orders for the execution of such securities transactions with or through such brokers, dealers or issuers as the Subadviser may select and (c) purchase, sell, exchange or convert foreign currency in the spot or forward markets as necessary to facilitate transactions in international securities for the Portfolio(s). In addition, the custodian shall provide the Subadviser with daily reports regarding the cash levels in the Portfolio. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate to Subadviserestablish, and in compliance with (a) the objectives, policies, restrictions and limitations for the Portfolio Portfolio(s) as set forth in the CorporationTrust's current prospectus and statement of additional information as provided to Subadviser, information; and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management of the portion of the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the Corporation; and (b) federal and state securities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) and (e) of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the Adviser. The Subadviser further represents and warrants that to the extent any statements or omissions made in any Registration Statement for shares of the Corporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 7 contracts
Samples: Subadvisory Agreement (Seasons Series Trust), Subadvisory Agreement (Seasons Series Trust), Subadvisory Agreement (Sunamerica Series Trust)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the CorporationTrust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio the Funds listed on Schedule A attached hereto. The Subadviser will determine in its discretion, and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate to Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Portfolio Funds set forth in the Corporation's each Fund’s current prospectus and statement of additional information as provided to Subadviser, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action on behalf of a Fund with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolioa Fund, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "“Litigation"”), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio Fund assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio Fund, or portion of each Fund’s assets, allocated to it, as set forth in Schedule A A, in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants warrants: (1) that the Subadviser's ’s management of the all or a portion of the assets of a Portfolio Fund will be designed to achieve qualification by each Portfolio the Fund to be treated as a "“regulated investment company" ” under subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "“Code"”), ; and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio Fund assets, including depositing those assets in custody with institutions designated by the Corporation; Trust, and (b) federal and state securities and commodities laws applicable to Subadviser's portfolio ’s Fund management responsibilities; provided that for purposes of Section 17(a), (d) and (e) of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the Adviser. The Subadviser further represents and warrants that to the extent any statements or omissions made in any Registration Statement for shares of the CorporationTrust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "“1933 Act"”) and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser also represents and warrants that in furnishing services hereunder, the Subadviser will not consult with any other subadviser of a Fund or other series of the Trust to the extent any other subadvisers are engaged by the Adviser, or any other subadvisers to other investment companies that are under common control with the Trust, concerning transactions of a Fund in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of rule 12d3-1 under the Act. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 7 contracts
Samples: Subadvisory Agreement (SunAmerica Specialty Series), Subadvisory Agreement (Sunamerica Income Funds), Subadvisory Agreement (SunAmerica Specialty Series)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the Corporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion, and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will shall provide the Adviser with records concerning its activities which such investment advice and supervision as the Adviser or the Corporation is required to maintain, and will render regular reports to the Adviser and to officers and Directors of the Corporation concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors of the Corporation and in compliance with such policies as the Directors of the Corporation may from time to time establish and communicate to Subadviser, and in compliance with (a) the objectives, policies, and limitations consider necessary for the Portfolio set forth proper supervision of such portion of each Portfolio's investment assets as the Adviser may designate from time to time. Notwithstanding any provision of this Agreement, the Adviser shall retain all rights and ultimate responsibilities to supervise and, in its discretion, conduct investment advisory activities relating to the Corporation's current prospectus and statement of additional information as provided to Subadviser, and (b) applicable laws and regulationsTrust. The Subadviser shall have no powerfurnish continuously an investment program and shall determine from time to time what securities shall be purchased, authority, responsibility, sold or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, exchanged and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management of the what portion of the assets of a Portfolio allocated by the Adviser to the Subadviser shall be held uninvested, subject always to the restrictions of the Trust's Declaration of Trust, dated December 14, 1995, and By-laws, as each may be amended from time to time (respectively, the "Declaration" and the "By-Laws"), the provisions of the 1940 Act, the then-current Registration Statement of the Trust with respect to that Portfolio, and subject, further, to the Subadviser notifying the Adviser in advance of the Subadviser's intention to purchase any securities except insofar as the requirement for such notification may be waived or limited by the Adviser, it being understood that the Subadviser shall be responsible for compliance with any restrictions imposed in writing by the Adviser from time to time in order to facilitate compliance with the above-mentioned restrictions and such other restrictions as the Adviser may determine. Further, the Adviser or the Trustees of the Trust may at any time, upon written notice to the Subadviser, suspend or restrict the right of the Subadviser to determine what securities shall be purchased or sold on behalf of a Portfolio and what portion, if any, of the assets of a Portfolio allocated by the Adviser to the Subadviser shall be held uninvested. The Subadviser shall also, as requested, make recommendations to the Adviser as to the manner in which proxies, voting rights, rights to consent to corporate action and any other rights pertaining to a Portfolio's portfolio securities shall be exercised. Should the Board of Trustees of the Trust or the Adviser at any time, however, make any definite determination as to investment policy applicable to a Portfolio and notify the Subadviser thereof in writing, the Subadviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Subadviser shall take, on behalf of each Portfolio, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of securities for each Portfolio's account with the brokers or dealers selected by it, and to that end the Subadviser is authorized as the agent of the Trust to give instructions to the custodian and any subcustodian of a Portfolio as to deliveries of securities and payments of cash for the account of that Portfolio. The Subadviser will advise the Adviser on the same day it gives any such instructions. In connection with the selection of such brokers or dealers and the placing of such orders, brokers or dealers may be designed selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to achieve qualification a Portfolio and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser 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. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Trustees of the Trust shall periodically review the commissions paid by each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 determine if the commissions paid over representative periods of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate time were reasonable in relation to the investment benefits to the Portfolio. In making purchases or sales of Portfolio assets, including depositing those assets in custody with institutions designated by securities or other property for the Corporation; and (b) federal and state securities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes account of Section 17(a), (d) and (e) of the Acta Portfolio, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by may deal with itself or with the Adviser. The Subadviser further represents and warrants that Trustees of the Trust or the Trust's underwriter or distributor, to the extent any statements or omissions made in any Registration Statement for shares such actions are permitted by the 1940 Act. The Board of Trustees of the CorporationTrust, in its discretion, may instruct the Subadviser to effect all or any amendment a portion of its securities transactions with one or supplement thereto, are made in reliance upon and in conformity with information furnished more brokers and/or dealers selected by the Subadviser expressly for Board of Trustees, if it determines that the use therein, of such Registration Statement and any amendments or supplements thereto will, when they become effective, conform brokers and/or dealers is in all material respects to the requirements best interest of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this AgreementTrust.
Appears in 5 contracts
Samples: Sub Management Agreement (Asset Allocation Portfolios), Sub Management Agreement (Asset Allocation Portfolios), Sub Management Agreement (Landmark Funds I)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the Corporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion, discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or of the Corporation is required to maintain, and will render regular reports to the Adviser and to officers and Directors of the Corporation concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors of the Corporation and in compliance with such policies as the Directors of the Corporation may from time to time establish and communicate to Subadviserestablish, and in compliance with (a) the objectives, policies, and limitations for the Portfolio set forth in the Corporation's current prospectus and statement of additional information as provided to Subadviserinformation, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets which it manages of each the Portfolio set forth in Schedule A will at all times be operated and managed in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereofforegoing, the Subadviser represents and warrants (1) that the Subadviser's management qualification, election and maintenance of the portion of the assets of a Portfolio will be designed to achieve qualification such election by each Portfolio to be treated as a "regulated investment company" under subchapter Subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assetsthereunder; (b) applicable federal and state securities, including depositing those assets in custody with institutions designated by the Corporationcommodities and banking laws; and (bc) federal and state securities and commodities laws applicable the distribution requirements necessary to Subadviser's portfolio management responsibilities; provided that for purposes avoid payment of any excise tax pursuant to Section 17(a), (d) and (e) 4982 of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the AdviserCode. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for shares of the Corporationcorporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 5 contracts
Samples: Subadvisory Agreement (Style Select Series Inc), Subadvisory Agreement (Style Select Series Inc), Subadvisory Agreement (Style Select Series Inc)
Duties of the Subadviser. (a) The Adviser hereby engages appoints the services of the Subadviser Subadviser, in furtherance of its Investment Advisory and Management Agreement with the Corporation. Pursuant , to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion, discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities the Portfolio's investment activity which the Adviser or the Corporation Subadviser is required to maintainmaintain in connection therewith, and will render regular reports to the Adviser and to officers and Directors of the Corporation concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors of the Corporation and in compliance with such policies as the Directors of the Corporation may from time to time establish and communicate to Subadviserestablish, and in compliance with (a) the objectives, policies, and limitations for the Portfolio set forth in the Corporation's current prospectus and statement of additional information as provided to Subadviserinformation, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any will operate and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets allocated to it of each of the Portfolio set forth in Schedule A at all times in compliance with all applicable federal and state laws governing its operations and investments. Without limiting The Subadviser agrees to manage such allocated assets in the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management of the portion of the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) in compliance with (a) the provisions of the Act and rules adopted thereunder that relate to thereunder; (b) the investment diversification requirements specified in Subchapter M, Chapter 1 of Portfolio assets, including depositing those assets in custody with institutions designated by the CorporationCode; and (bc) applicable federal and state securities securities, commodities and commodities laws applicable to Subadviser's portfolio management responsibilities; banking laws, provided that for the Adviser shall provide the Subadviser with written direction as to the requirements of applicable federal and state banking laws. For purposes of Section 17(a)the preceding sentence, (d) disclosure in the Corporation's prospectus and/or statement of additional information of applicable state insurance laws and (e) of the Act, the Subadviser regulations and applicable federal and state banking laws and regulations shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the Adviserconstitute "written direction" thereof. The Subadviser further represents and warrants that to the extent that any statements or omissions regarding the Subadviser made in any Registration Statement for the shares of the Corporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with written information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. In addition, the Adviser represents and warrants that the Registration Statement for the shares of the Corporation, or any amendment or supplement thereto, other than statements or omissions regarding the Subadviser provided in writing by the Subadviser expressly for use therein, will, when they become effective, conform in all material respects to the requirements of the 1933 Act and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment appointment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 5 contracts
Samples: Subadvisory Agreement (Style Select Series Inc), Subadvisory Agreement (Style Select Series Inc), Subadvisory Agreement (Style Select Series Inc)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the Corporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion, discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or of the Corporation is required to maintain, and will render regular reports to the Adviser and to officers and Directors of the Corporation concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors of the Corporation and in compliance with such policies as the Directors of the Corporation may from time to time establish and communicate to Subadviserestablish, and in compliance with (a) the objectives, policies, policies and limitations for the Portfolio set forth in the Corporation's current prospectus and statement of additional information as provided to Subadviserinformation, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets which it manages of each the Portfolio set forth in Schedule A will at all times be operated and managed in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereofforegoing, the Subadviser represents and warrants (1) that the Subadviser's management qualification, election and maintenance of the portion of the assets of a Portfolio will be designed to achieve qualification such election by each Portfolio to be treated as a "regulated investment company" under subchapter Subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assetsthereunder; (b) applicable federal and state securities, including depositing those assets in custody with institutions designated by the Corporationcommodities and banking laws; and (bc) federal and state securities and commodities laws applicable the distribution requirements necessary to Subadviser's portfolio management responsibilities; provided that for purposes avoid payment of any excise tax pursuant to Section 17(a), (d) and (e) 4982 of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the AdviserCode. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for shares of the Corporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 4 contracts
Samples: Subadvisory Agreement (Style Select Series Inc), Subadvisory Agreement (Style Select Series Inc), Subadvisory Agreement (Style Select Series Inc)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment the Advisory and Management Agreement with the CorporationAgreement. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached heretoPortfolio. The Subadviser will determine determine, in its discretion, discretion and subject to the oversight and review of the Adviser, the securities and other investments or instruments to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate establish, as provided in writing to Subadviserthe Subadviser from time to time, and in compliance with (a) the objectives, policies, restrictions and limitations for the Portfolio Portfolio(s) as set forth in the Corporation's Trust’s current prospectus and statement of additional information information, as provided by the Adviser to the Subadviser, ; and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A Portfolio(s) at all times (a) in compliance with all applicable federal and state laws laws, including securities, commodities and banking laws, governing its operations and investments. Without limiting ; (b) the foregoing provisions of the Act and subject to Section 11(crules adopted thereunder; (c) hereofthe objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in the Trust’s current prospectus and statement of additional information (together, the “Registration Statement”) as most recently provided by the Adviser to the Subadviser; and (d) the policies and procedures as adopted by the Trustees of the Trust provided in writing to the Subadviser. The Subadviser further represents and warrants (1) to the Adviser that the Subadviser's management of the portion of the assets of a Portfolio it will be designed to achieve qualification by manage each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 in compliance with Section 851(b)(2) and (3) of Subchapter M of the Internal Revenue Code of 1986, as amended (the "“Code"), ”) and (2Section 817(h) compliance with (a) the provisions of Subchapter L of the Act and rules adopted thereunder that relate Code, solely with respect to the investment assets of Portfolio assets, including depositing those assets in custody with institutions designated the Portfolio(s) which are under its management and based on information provided by the Corporation; and (b) federal and state securities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) and (e) custodian of the ActPortfolio(s). Furthermore, the Adviser will work in conjunction with the Subadviser shall effect compliance only to undertake any corrective action that may be required as advised by a Portfolio’s tax advisor in relation a timely manner following quarter end in order to its own affiliates and allow the Subadviser to affiliated persons identified to it by resolve the Adviserissue within the 30-day cure period under the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the shares of the CorporationTrust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser in writing expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Securities and Exchange Commission (“SEC”) thereunder (the "“1933 Act"”) and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser agrees: (a) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the course of this Agreement, is appropriate given the nature of its business, and (b) from time to time and upon reasonable request, to supply evidence of such coverage to the Adviser. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. The Subadviser shall not be responsible for the other expenses of a Portfolio, including, without limitation, fees of a Portfolio’s independent public accountants, transfer agent, custodian and other service providers who are not employees of the Subadviser; brokerage commissions and other transaction-related expenses; tax-reporting; taxes levied against a Portfolio or any of its property; and interest expenses of a Portfolio. The Subadviser also represents and warrants that in furnishing services hereunder, the Subadviser will not consult with any other subadviser of the Portfolio(s) or other series of the Trust, to the extent any other subadvisers are engaged by the Adviser, or any other subadvisers to other investment companies that are under common control with the Trust, concerning transactions of the Portfolio(s) in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of rule 12d3-1 under the Act. The Adviser acknowledges that the Subadviser and its delegates do not hold client money and/or custody assets.
Appears in 4 contracts
Samples: Subadvisory Agreement (Sunamerica Series Trust), Subadvisory Agreement (Sunamerica Series Trust), Subadvisory Agreement (Sunamerica Series Trust)
Duties of the Subadviser. (a) The Subadviser shall provide the Portfolio and the Adviser hereby engages with such investment advice and supervision as the services Adviser may from time to time consider necessary for the proper management of such portion of the Subadviser Portfolio's investment assets as the Adviser may designate from time to time. Notwithstanding any provision of this Agreement, the Adviser shall retain all rights and ultimate responsibilities to supervise and, in furtherance of its Investment Advisory and Management Agreement with the Corporation. Pursuant to this Subadvisory Agreement and subject discretion, conduct investment advisory activities relating to the oversight Trust. The Subadviser shall furnish continuously an investment program and review of the Advisershall determine from time to time what securities shall be purchased, the Subadviser will manage the investment sold or exchanged and reinvestment of a what portion of the assets of the Portfolio allocated by the Adviser to the Subadviser shall be held uninvested, subject always to the restrictions of the Trust's Declaration of Trust, dated as of December 14, 1995, and By-laws, as each may be amended from time to time (respectively, the "Declaration" and the "By-Laws"), the provisions of the 1940 Act, and the then-current Registration Statement of the Trust with respect to the Portfolio, and subject, further, to the Subadviser notifying the Adviser in advance of the Subadviser's intention to purchase any securities except insofar as the requirement for such notification may be waived or limited by the Adviser, it being understood that the Subadviser shall be responsible for compliance with any restrictions imposed in writing by the Adviser from time to time in order to facilitate compliance with the above-mentioned restrictions and such other restrictions as the Adviser may determine. Further, the Adviser or the Trustees of the Trust may at any time, upon written notice to the Subadviser, suspend or restrict the right of the Subadviser to determine what securities shall be purchased or sold on behalf of the Portfolio listed and what portion, if any, of the assets of the Portfolio allocated by the Adviser to the Subadviser shall be held uninvested. The Subadviser shall also, as requested, make recommendations to the Adviser as to the manner in which proxies, voting rights, rights to consent to corporate action and any other rights pertaining to the Portfolio's portfolio securities shall be exercised. Should the Board of Trustees of the Trust or the Adviser at any time, however, make any definite determination as to investment policy applicable to the Portfolio and notify the Subadviser thereof in writing, the Subadviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Subadviser shall take, on Schedule A attached heretobehalf of the Portfolio, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of securities for the Portfolio's account with the brokers or dealers selected by it, and to that end the Subadviser is authorized as the agent of the Trust to give instructions to the custodian and any subcustodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. The Subadviser will determine advise the Adviser on the same day it gives any such instructions. In connection with the selection of such brokers or dealers and the placing of such orders, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Portfolio and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser 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. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. In making purchases or sales of securities or other property for the account of the Portfolio, the Subadviser may deal with itself or with the Trustees of the Trust or the Trust's underwriter or distributor to the extent such actions are permitted by the 1940 Act. The Board of Trustees of the Trust, in its discretion, and subject may instruct the Subadviser to effect all or a portion of its securities transactions with one or more brokers and/or dealers selected by the oversight and review Board of Trustees, if it determines that the use of such brokers and/or dealers is in the best interest of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation is required to maintain, and will render regular reports to the Adviser and to officers and Directors of the Corporation concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors of the Corporation and in compliance with such policies as the Directors of the Corporation may from time to time establish and communicate to Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Portfolio set forth in the Corporation's current prospectus and statement of additional information as provided to Subadviser, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management of the portion of the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the Corporation; and (b) federal and state securities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) and (e) of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the Adviser. The Subadviser further represents and warrants that to the extent any statements or omissions made in any Registration Statement for shares of the Corporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this AgreementTrust.
Appears in 4 contracts
Samples: Sub Management Agreement (Asset Allocation Portfolios), Sub Management Agreement (Asset Allocation Portfolios), Sub Management Agreement (Asset Allocation Portfolios)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment the Advisory and Management Agreement with the CorporationAgreement. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached heretoPortfolio. The Subadviser will determine determine, in its discretion, discretion and subject to the oversight and review of the Adviser, the securities and other investments or instruments to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate establish, as provided in writing to Subadviserthe Subadviser from time to time, and in compliance with (a) the objectives, policies, restrictions and limitations for the Portfolio Portfolio(s) as set forth in the Corporation's Trust’s current prospectus and statement of additional information information, as provided by the Adviser to the Subadviser, ; and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A Portfolio(s) at all times (a) in compliance with all applicable federal and state laws laws, including securities, commodities and banking laws, governing its operations and investments. Without limiting ; (b) the foregoing provisions of the Act and subject to Section 11(crules adopted thereunder; (c) hereofthe objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in the Trust’s current prospectus and statement of additional information (together, the “Registration Statement”) as most recently provided by the Adviser to the Subadviser; and (d) the policies and procedures as adopted by the Trustees of the Trust provided in writing to the Subadviser. The Subadviser further represents and warrants (1) to the Adviser that the Subadviser's management of the portion of the assets of a Portfolio it will be designed to achieve qualification by manage each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 in compliance with Section 851(b)(2) and (3) of Subchapter M of the Internal Revenue Code of 1986, as amended (the "“Code"), ”) and (2Section 817(h) compliance with (a) the provisions of Subchapter L of the Act and rules adopted thereunder that relate Code, solely with respect to the investment assets of Portfolio assets, including depositing those assets in custody with institutions designated the Portfolio(s) which are under its management and based on information provided by the Corporation; and (b) federal and state securities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) and (e) custodian of the ActPortfolio(s). Furthermore, the Adviser will work in conjunction with the Subadviser shall effect compliance only to undertake any corrective action that may be required as advised by a Portfolio’s tax advisor in relation a timely manner following quarter end in order to its own affiliates and allow the Subadviser to affiliated persons identified to it by resolve the Adviserissue within the 30-day cure period under the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the shares of the CorporationTrust, or any amendment or supplement thereto, as provided to the Subadviser, are made in reliance upon and in conformity with information furnished by the Subadviser in writing expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, with respect to such furnished information, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Securities and Exchange Commission (“SEC”) thereunder (the "“1933 Act"”) and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser agrees: (a) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the course of this Agreement, is appropriate given the nature of its business, and (b) from time to time and upon reasonable request, to supply evidence of such coverage to the Adviser. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. The Subadviser shall not be responsible for the other expenses of a Portfolio, including, without limitation, fees of a Portfolio’s independent public accountants, transfer agent, custodian and other service providers who are not employees of the Subadviser; brokerage commissions and other transaction-related expenses; tax-reporting; taxes levied against a Portfolio or any of its property; and interest expenses of a Portfolio. The Subadviser also represents and warrants that in furnishing services hereunder, the Subadviser will not consult with any other subadviser of the Portfolio(s) or other series of the Trust, to the extent any other subadvisers are engaged by the Adviser, or any other subadvisers to other investment companies that are under common control with the Trust, concerning transactions of the Portfolio(s) in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of rule 12d3-1 under the Act. The Adviser acknowledges that the Subadviser and its delegates do not hold client money and/or custody assets.
Appears in 4 contracts
Samples: Subadvisory Agreement (Sunamerica Series Trust), Form of Subadvisory Agreement (Sunamerica Series Trust), Subadvisory Agreement (Sunamerica Series Trust)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the CorporationTrust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion, discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will and shall furnish the Adviser with such monthly, quarterly, and annual reports concerning transactions and performance of each Portfolio in the form as reasonably requested by the Adviser. The Subadviser shall also provide the Adviser with records concerning its activities which such other information and reports as may reasonably be requested by the Adviser or from time to time, other than proprietary information, and provided the Corporation is Subadviser shall not be responsible for portfolio accounting, nor shall it be required to maintain, and will render regular reports to the Adviser and to officers and Directors of the Corporation concerning its discharge of the foregoing responsibilitiesgenerate information derived from portfolio accounting data. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate to Subadviserestablish, and in compliance with (a) the objectives, policies, and limitations for the Portfolio Portfolio(s) set forth in the CorporationTrust's current prospectus and statement of additional information as provided to Subadviserinformation, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder agrees to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion each of the assets of each Portfolio Portfolios set forth in Schedule A (1) in compliance with all applicable federal and state laws governing its operations and investments; (2) so as not to jeopardize either the treatment of the Seasons variable annuity contracts issued by Variable Annuity Account Five (File No. 33-08859; hereinafter "Contracts") as annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "Code"), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and (3) to minimize any taxes and/or penalties payable by the Trust or such Portfolio. Without limiting the foregoing and subject to Section 11(c) hereofforegoing, the Subadviser represents and warrants agrees to manage each Portfolio (1) so that the Subadviser's management of the portion of the assets of a Portfolio will be designed to achieve qualification by each Portfolio it qualifies to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) in compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the Corporationthereunder; and (b) the diversification requirements specified in the Internal Revenue Service's regulations under Section 817(h) of the Code; (c) applicable state insurance laws to the extent the Adviser notifies the Subadviser of any such applicable state insurance laws; (d) applicable federal and state securities securities, commodities and commodities laws applicable to Subadviser's portfolio management responsibilitiesbanking laws; provided that for purposes of Section 17(a), (d) and (e) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the ActCode. For purposes of 2(c) in the preceding sentence, disclosure in the Trust's prospectus and/or statement of additional information of applicable state insurance laws and regulations shall constitute "notice" thereof. For purposes of compliance with this paragraph, the Subadviser shall effect compliance only in relation be entitled to its own affiliates treat the portion of the assets of each Portfolio that it manages as though such portion constituted the entire portfolio, and to affiliated persons identified to it by the Adviser. The Subadviser further represents and warrants that to the extent any statements or omissions made shall not be responsible in any Registration Statement way for shares the compliance of other portions of the Corporation, Portfolio or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements compliance of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of Portfolio as a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in whole with this Agreementparagraph.
Appears in 3 contracts
Samples: Subadvisory Agreement (Seasons Series Trust), Subadvisory Agreement (Seasons Series Trust), Subadvisory Agreement (Seasons Series Trust)
Duties of the Subadviser. (a) The Adviser hereby engages Subadviser shall manage the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the Corporation. Pursuant Portfolio assets as are allocated to this Subadvisory Agreement and subject to the oversight and review of it by the Adviser, except that the Subadviser will manage shall not be responsible for managing cash. Notwithstanding any provision of this Agreement, the Adviser shall retain all rights and ultimate responsibilities to supervise and, in its discretion, conduct investment advisory activities relating to the Trust. The Subadviser shall determine from time to time what securities shall be purchased, sold or exchanged and reinvestment of a what portion of the assets of the Portfolio allocated by the Adviser to the Subadviser shall be held uninvested, subject always to the restrictions of the Trust's Declaration of Trust, dated December 14, 1995, and By-laws, as each may be amended from time to time (respectively, the "Declaration" and the "By-Laws"), the provisions of the 1940 Act, the then-current Registration Statement of the Trust with respect to the Portfolio, it being understood that the Subadviser shall be responsible for compliance with any restrictions imposed in writing by the Adviser from time to time in order to facilitate compliance with the above-mentioned restrictions and such other restrictions as the Adviser may determine. Further, the Adviser or the Trustees of the Trust may at any time, upon written notice to the Subadviser, suspend or restrict the right of the Subadviser to determine what securities shall be purchased or sold on behalf of the Portfolio listed and what portion, if any, of the assets of the Portfolio allocated by the Adviser to the Subadviser shall be held uninvested. The Subadviser shall also, as requested, make recommendations to the Adviser as to the manner in which proxies, voting rights, rights to consent to corporate action and any other rights pertaining to the Portfolio's portfolio securities shall be exercised. However, in no event shall the Subadviser have the power to exercise proxies or voting rights or be responsible for record-keeping relating to such items. Should the Board of Trustees of the Trust or the Adviser at any time, however, make any definite determination as to investment policy applicable to the Portfolio and notify the Subadviser thereof in writing, the Subadviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Subadviser shall take, on Schedule A attached heretobehalf of the Portfolio, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of securities for the Portfolio's account with the brokers or dealers selected by it, and to that end the Subadviser is authorized as the agent of the Trust to give instructions to the custodian and any subcustodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. The Subadviser will determine advise the Adviser on the same day it gives any such instructions. In connection with the selection of such brokers or dealers and the placing of such orders, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Portfolio and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser 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. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. In making purchases or sales of securities or other property for the account of the Portfolio, the Subadviser may deal with affiliated brokers and/or dealers as defined by the 1940 Act and to the extent such actions are permitted by the 1940 Act. The Board of Trustees of the Trust, in its discretion, and subject may instruct the Subadviser to effect all or a portion of its securities transactions with one or more brokers and/or dealers selected by the oversight and review Board of Trustees, if it determines that the use of such brokers and/or dealers is in the best interest of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation is required to maintain, and will render regular reports to the Adviser and to officers and Directors of the Corporation concerning its discharge of the foregoing responsibilitiesTrust. The Subadviser shall discharge not be responsible for and shall be held harmless with respect to any execution costs incurred by the foregoing responsibilities subject Trust relating to securities transactions conducted with brokers and/or dealers in accordance with instructions given to the control Subadviser by the Trust's Board of Trustees. In particular, the officers and Trust acknowledges that, to the Directors extent the Subadviser is directed to use a specific broker and/or dealer, it may not be able to obtain best execution on all trades executed through that broker and/or dealer. Nothing herein shall preclude the "bunching" of the Corporation and in compliance with such policies as the Directors of the Corporation may from time to time establish and communicate to Subadviser, and in compliance with (a) the objectives, policies, and limitations orders for the Portfolio set forth sale or purchase of securities in the Corporation's current prospectus Portfolio with other accounts managed by the Subadviser. With respect to the allocation of trades, purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and statement of additional information as provided to Subadviser, and (b) applicable laws and regulationsat a price which is approximately averaged. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. NeverthelessHowever, the Subadviser agrees that it shall provide the Adviser with any or its affiliates may, based upon their trading strategies or their accounts' investment objectives or investment restrictions, restrict to certain accounts purchases and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion sales of the assets of each Portfolio set forth securities acquired in Schedule A in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management of the portion of the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assetsinitial public offerings, including depositing those assets that trade or are expected to trade at a premium in custody with institutions designated by the Corporation; and (b) federal and state securities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) and (e) of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the Adviser. The Subadviser further represents and warrants that to the extent any statements or omissions made in any Registration Statement for shares of the Corporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreementsecondary market.
Appears in 3 contracts
Samples: Sub Management Agreement (Asset Allocation Portfolios), Sub Management Agreement (Asset Allocation Portfolios), Sub Management Agreement (Landmark Funds I)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the CorporationTrust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine determine, in its discretion, discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate to Subadviserestablish, and in compliance with (a) the objectives, policies, and limitations for the Portfolio Portfolio(s) set forth in the CorporationTrust's current prospectus and statement of additional information as provided to Subadviserinformation, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets allocated to it of each Portfolio of the Portfolios set forth in Schedule A will at all times be operated and managed in compliance with (a) all applicable federal and state laws laws, including securities, commodities and banking laws, governing its operations and investments. Without limiting ; (b) the foregoing and subject to diversification requirements specified in the Internal Revenue Service's regulations under Section 11(c817(h) hereof, the Subadviser represents and warrants (1) that the Subadviser's management of the portion of the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), ) so as not to jeopardize the treatment of the Seasons variable annuity contracts issued by Variable Annuity Account Five (File No. 33-08859; hereinafter "Contracts") as annuity contracts for purposes of the Code; and (2) compliance with (ac) the provisions of the Act and rules adopted thereunder thereunder. The Adviser agrees that relate to it, and not the investment of Subadviser, shall be solely responsible for insuring that each Portfolio assets, including depositing those assets set forth in custody with institutions designated Schedule A managed by the CorporationSubadviser (i) qualifies as a "regulated investment company" under Subchapter M, chapter I of the Code; and (bii) federal and state securities and commodities laws applicable complies with any limits in its current prospectus or statement of additional information concerning concentration of investments or the amount of assets that may be invested by the Portfolio in any one or more securities. Should the Adviser determine that the Portfolio is not in compliance with Subchapter M, chapter I of the Code, the Subadviser agrees to Subadviser's portfolio management responsibilities; provided that follow instructions of the Adviser to remedy such non-compliance. Subadviser also agrees to furnish information to the Adviser, as requested, for purposes of compliance with the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 17(a), (d) and (e) 4982 of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the AdviserCode. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the CorporationTrust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 3 contracts
Samples: Subadvisory Agreement (Seasons Series Trust), Subadvisory Agreement (Seasons Series Trust), Subadvisory Agreement (Seasons Series Trust)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the CorporationTrust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached heretoPortfolio. The Subadviser will determine determine, in its discretion, discretion and subject to the oversight and review of the Adviser, the securities and other investments to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control oversight and review of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate to Subadviserestablish, and in compliance with (a) the objectives, policies, restrictions and limitations for the Portfolio Portfolio(s) as set forth in the CorporationTrust's current prospectus and statement of additional information as provided to Subadviser, information; and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A will at all times be operated and managed (a) in compliance with all applicable federal and state laws laws, including securities, commodities and banking laws, governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereof, provided that the Subadviser represents and warrants (1) that the Subadviser's management shall not be responsible for any violation of law resulting from transactions involving an affiliate of the portion Adviser unless Adviser has notified Subadviser of its affiliation with such entity; (b) so as not to jeopardize either the treatment of the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated variable annuity contracts which offer the Portfolio(s) (the "Contracts") as a "regulated investment company" under subchapter M, chapter 1 annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "Code"), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and (2c) to minimize any taxes and/or penalties payable by the Trust or the Portfolio(s). Without limiting the foregoing, the Subadviser represents and warrants that it will manage each Portfolio in compliance with (a) the applicable provisions of Subchapter M, chapter 1 of the Code ("Subchapter M") for each Portfolio to be treated as a "regulated investment company" under Subchapter M; (b) the diversification requirements specified in the Internal Revenue Service's regulations under Section 817(h) of the Code; (c) the provisions of the Act and rules adopted thereunder that relate thereunder; (d) any applicable state insurance laws of which it is notified by the Adviser; (e) the objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in the Trust's current prospectus and statement of additional information which shall be provided by the Adviser to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the CorporationSubadviser; and (bf) federal the policies and state securities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) and (e) procedures as adopted by the Trustees of the Act, Trust and communicated in writing to the Subadviser. The Subadviser shall effect compliance only in relation provide information to its own affiliates and to affiliated persons identified to it by the Adviser, as necessary and appropriate to permit Adviser to comply with the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the CorporationTrust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser agrees: (a) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the course of this Agreement, is appropriate given the nature of its business, and (b) from time to time and upon reasonable request, to supply evidence of such coverage to the Adviser. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 3 contracts
Samples: Subadvisory Agreement (Anchor Series Trust), Subadvisory Agreement (Anchor Series Trust), Subadvisory Agreement (Sunamerica Series Trust)
Duties of the Subadviser. (a) The Adviser hereby engages Subadviser shall provide the services Portfolio and the Manager with such investment advice and supervision as the Manager may from time to time consider necessary for the proper supervision of such portion of the Subadviser Portfolio's investment assets as the Manager may designate from time to time. Notwithstanding any provision of this Agreement, the Manager shall retain all rights and ultimate responsibilities to supervise and, in furtherance of its Investment Advisory and Management Agreement with the Corporation. Pursuant to this Subadvisory Agreement and subject discretion, conduct investment advisory activities relating to the oversight Trust. The Subadviser shall furnish continuously an investment program and review of the Advisershall determine from time to time what securities shall be purchased, the Subadviser will manage the investment sold or exchanged and reinvestment of a what portion of the assets of the Portfolio allocated by the Manager to the Subadviser shall be held uninvested, subject always to the restrictions of the Trust's Declaration of Trust, dated December 14, 1995, and By-laws, as each may be amended from time to time (respectively, the "Declaration" and the "By-Laws"), the provisions of the 1940 Act, the then-current Registration Statement of the Trust with respect to the Portfolio, and subject, further, to the Subadviser notifying the Manager in advance of the Subadviser's intention to purchase any securities except insofar as the requirement for such notification may be waived or limited by the Manager, it being understood that the Subadviser shall be responsible for compliance with any restrictions imposed in writing by the Manager from time to time in order to facilitate compliance with the above-mentioned restrictions and such other restrictions as the Manager may determine. Further, the Manager or the Trustees of the Trust may at any time, upon written notice to the Subadviser, suspend or restrict the right of the Subadviser to determine what securities shall be purchased or sold on behalf of the Portfolio listed and what portion, if any, of the assets of the Portfolio allocated by the Manager to the Subadviser shall be held uninvested. The Subadviser shall also, as requested, make recommendations to the Manager as to the manner in which proxies, voting rights, rights to consent to corporate action and any other rights pertaining to the Portfolio's portfolio securities shall be exercised. Should the Board of Trustees of the Trust or the Manager at any time, however, make any definite determination as to investment policy applicable to the Portfolio and notify the Subadviser thereof in writing, the Subadviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Subadviser shall take, on Schedule A attached heretobehalf of the Portfolio, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of securities for the Portfolio's account with the brokers or dealers selected by it, and to that end the Subadviser is authorized as the agent of the Trust to give instructions to the custodian and any subcustodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. The Subadviser will determine advise the Manager on the same day it gives any such instructions. In connection with the selection of such brokers or dealers and the placing of such orders, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Portfolio and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser 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. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. In making purchases or sales of securities or other property for the account of the Portfolio, the Subadviser may deal with itself or with the Trustees of the Trust or the Trust's underwriter or distributor, to the extent such actions are permitted by the 1940 Act. The Board of Trustees of the Trust, in its discretion, and subject may instruct the Subadviser to effect all or a portion of its securities transactions with one or more brokers and/or dealers selected by the oversight and review Board of Trustees, if it determines that the use of such brokers and/or dealers is in the best interest of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation is required to maintain, and will render regular reports to the Adviser and to officers and Directors of the Corporation concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors of the Corporation and in compliance with such policies as the Directors of the Corporation may from time to time establish and communicate to Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Portfolio set forth in the Corporation's current prospectus and statement of additional information as provided to Subadviser, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management of the portion of the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the Corporation; and (b) federal and state securities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) and (e) of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the Adviser. The Subadviser further represents and warrants that to the extent any statements or omissions made in any Registration Statement for shares of the Corporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this AgreementTrust.
Appears in 3 contracts
Samples: Sub Management Agreement (Landmark Funds I), Sub Management Agreement (Asset Allocation Portfolios), Sub Management Agreement (Asset Allocation Portfolios)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the CorporationTrust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine determine, in its discretion, discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate to Subadviserestablish, and in compliance with (a) the objectives, policies, and limitations for the Portfolio Portfolio(s) set forth in the CorporationTrust's current prospectus and statement of additional information as provided to Subadviserinformation, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets allocated to it of each Portfolio of the Portfolios set forth in Schedule A will at all times be operated and managed (1) in compliance with all applicable federal and state laws governing its operations and investments. Without limiting ; (2) so as not to jeopardize either the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management treatment of the portion of the assets of a Portfolio will be designed to achieve qualification Seasons variable annuity contracts issued by each Portfolio to be treated Variable Annuity Account Five (File No. 33-08859; hereinafter "Contracts") as a "regulated investment company" under subchapter M, chapter 1 annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "Code"), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and (3) to minimize any taxes and/or penalties payable by the Trust or such Portfolio. Without limiting the foregoing, the Subadviser represents and warrants (1) qualification, election and maintenance of such election by each Portfolio to be treated as a "regulated investment company" under Subchapter M, chapter 1 of the Code, and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the Corporationthereunder; and (b) the diversification requirements specified in the Internal Revenue Service's regulations under Section 817(h) of the Code; (c) applicable state insurance laws; (d) applicable federal and state securities securities, commodities and commodities laws applicable to Subadviser's portfolio management responsibilitiesbanking laws; provided that for purposes of Section 17(a), (d) and (e) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the AdviserCode. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the CorporationTrust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 3 contracts
Samples: Subadvisory Agreement (Seasons Series Trust), Subadvisory Agreement (Seasons Series Trust), Subadvisory Agreement (Seasons Series Trust)
Duties of the Subadviser. (a) The Adviser hereby engages appoints the services of the Subadviser Subadviser, in furtherance of its Investment Advisory and Management Agreement with the Corporation. Pursuant , to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion, discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities the Portfolio's investment activity which the Adviser or the Corporation Subadviser is required to maintainmaintain in connection therewith, and will render regular reports to the Adviser and to officers and Directors of the Corporation concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors of the Corporation and in compliance with such policies as the Directors of the Corporation may from time to time establish and communicate to Subadviserestablish, and in compliance with (a) the objectives, policies, and limitations for the Portfolio set forth in the Corporation's current prospectus and statement of additional information as provided to Subadviserinformation, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any will operate and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets allocated to it of each of the Portfolio set forth in Schedule A at all times in compliance with all applicable federal and state laws governing its operations and investments. Without limiting The Subadviser agrees to manage such allocated assets in the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management of the portion of the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) in compliance with (a) the provisions of the Act and rules adopted thereunder that relate to thereunder; (b) the investment diversification requirements specified in Subchapter M, Chapter 1 of Portfolio assets, including depositing those assets in custody with institutions designated by the CorporationCode; and (bc) applicable federal and state securities securities, commodities and commodities laws applicable to Subadviser's portfolio management responsibilities; banking laws, provided that for the Adviser shall provide the Subadviser with written direction as to the requirements of applicable federal and state banking laws. For purposes of Section 17(a)the preceding sentence, (d) disclosure in the Corporation's prospectus and/or statement of additional information of applicable state insurance laws and (e) of the Act, the Subadviser regulations and applicable federal and state banking laws and regulations shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the Adviserconstitute "written direction" thereof. The Subadviser further represents and warrants that to the extent that any statements or omissions regarding the Subadviser made in any Registration Statement for the shares of the Corporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with written information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. In addition, the Adviser represents and warrants that the Registration Statement for the shares of the Corporation, or any amendment or supplement thereto, other than statements or omissions regarding the Subadviser provided in writing by the Subadviser expressly for use therein, will, when they become effective, conform in all material respects to the requirements of the 1933 Act and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment appointment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 3 contracts
Samples: Subadvisory Agreement (Style Select Series Inc), Subadvisory Agreement (Sunamerica Strategic Investment Series Inc), Subadvisory Agreement (Style Select Series Inc)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the CorporationTrust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached heretoPortfolio. The Subadviser will determine determine, in its discretion, discretion and subject to the oversight and review of the Adviser, the securities shares of open-end management investment companies to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilities. The Subadviser, as agent and attorney-in-fact of the Trust, may, when it deems appropriate and without prior consultation with the Adviser, buy, sell, exchange, convert and otherwise trade shares of open-end management investment companies for the Portfolios. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate to Subadviserestablish, and in compliance with (a) the objectives, policies, restrictions and limitations for the Portfolio Portfolio(s) as set forth in the CorporationTrust's current prospectus and statement of additional information as provided to Subadviser, information; and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder agrees to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A in compliance comply with all applicable federal and state laws, including securities, commodities and banking laws governing in carrying out its operations obligations under this Subadvisory Agreement. The Subadviser also agrees to comply with any policies, guidelines, instructions and investmentsprocedures approved by the Board of Trustees of the Trust or the Adviser and provided to the Subadviser. Without limiting The Subadviser shall also maintain compliance procedures that it reasonably believes are adequate to ensure its compliance with the foregoing and subject to Section 11(c) hereof, Investment Advisers Act of 1940. No supervisory activity undertaken by the Subadviser represents and warrants (1) that Adviser shall limit the Subadviser's management full responsibility for any of the portion of the assets of a Portfolio will be designed to achieve qualification by foregoing. The Adviser is responsible for monitoring each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 Portfolio's compliance with all applicable laws including compliance with Section 817 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the Corporation; and (b) federal and state securities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) and (e) the diversification regulations thereunder. The Subadviser will provide the Adviser with any information that is requested of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the Adviser in connection with the Adviser's compliance programs. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the CorporationTrust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser agrees: (a) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the course of this Agreement, is appropriate given the nature of its business, and (b) from time to time and upon reasonable request, to supply evidence of such coverage to the Adviser. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 3 contracts
Samples: Subadvisory Agreement (Seasons Series Trust), Subadvisory Agreement (Seasons Series Trust), Subadvisory Agreement (Seasons Series Trust)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its the Investment Advisory and Management Agreement with the CorporationAgreement. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached heretoFEFA. The Subadviser will determine determine, in its discretion, discretion and subject to the oversight and review of the Adviser, the securities or commodity, currency or other futures contracts and options to be purchased or soldsold by FEFA, will and shall provide the Adviser and the Trust on each business day with information relating to all transactions concerning FEFA’s assets. The Subadviser shall also provide the Adviser with such records and information concerning its activities which with respect to or affecting FEFA as the Adviser or the Corporation is required to maintain, and will render regular reports to the Adviser and to officers and Directors of the Corporation concerning its discharge of the foregoing responsibilitiesmay reasonably request. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Board of Trustees of the Corporation and in compliance with such policies as the Directors of the Corporation may from time to time establish and communicate to Subadviser, Trust and in compliance with (ai) the Trust’s current prospectus and statement of additional information, in particular, the objectives, policies, and limitations for the Portfolio FEFA set forth in therein, (ii) the Corporation's current prospectus Agreement and statement Declaration of additional information as provided to SubadviserTrust and By-Laws of the Trust, and (biii) applicable laws and regulations, and (iv) such compliance or similar policies or procedures as the Board of Trustees of the Trust or the Adviser may from time to time adopt as to which the Subadviser has prior written notice, in each case as may be amended from time to time. The Subadviser shall have no power, authority, responsibility, or obligation hereunder cooperate with the Adviser as may be reasonably requested in connection with the Adviser’s responsibilities to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assetsFEFA. The Subadviser shall also promptly review, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation respect to matters relating or information relating known to the Litigation as may reasonably be requested by the Adviserit, provide comments on, any FEFA offering or disclosure materials provided to it for review. The Subadviser represents and warrants to the Adviser that it the Subadviser’s operations and investment management activities on behalf of FEFA will manage the portion of the assets of each Portfolio set forth in Schedule A at all times be in compliance with all applicable federal and state laws governing its FEFA’s operations and investments. Without limiting the foregoing and subject to Section 11(c) hereofforegoing, the Subadviser represents and warrants that it will (1i) invest and reinvest FEFA’s assets in a manner that the Subadviser's management of the portion of the assets of a Portfolio will be designed to achieve qualification by each Portfolio enable FEFA to be treated as a "“regulated investment company" ” under subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "“Code"”), ; and (2ii) compliance comply with (a1) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the Corporationthereunder; and (b2) applicable federal and state securities securities, commodities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) and (e) of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the Adviserbanking laws. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for shares of the CorporationTrust, or any amendment amendments or supplement supplements thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, will conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Securities and Exchange Commission thereunder (the "“1933 Act"”) and the Act and will not, as to information relating to the Subadviser and its activities on behalf of FEFA, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading at the time such information is furnished. In addition, the Subadviser shall promptly advise the Adviser of any modifications or supplements to such information furnished by it to the extent such modifications or supplements become necessary to ensure that such information continues to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 3 contracts
Samples: Subadvisory Agreement (First Eagle Funds), Subadvisory Agreement (First Eagle Funds), Subadvisory Agreement (First Eagle Funds)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the Corporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion, and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation is required to maintain, and will render regular reports to the Adviser and to officers and Directors of the Corporation concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge provide the foregoing responsibilities subject to the control of the officers Funds and the Directors of the Corporation and in compliance Manager with such policies investment advice and supervision as the Directors of the Corporation Manager may from time to time establish and communicate to Subadviser, and in compliance with (a) the objectives, policies, and limitations consider necessary for the Portfolio set forth proper supervision of such portion of each Fund's investment assets as the Manager may designate from time to time. Notwithstanding any provision of this Agreement, the Manager shall retain all rights and ultimate responsibilities to supervise and, in its discretion, conduct investment advisory activities relating to the Corporation's current prospectus and statement of additional information as provided to Subadviser, and (b) applicable laws and regulationsTrust. The Subadviser shall have no powerfurnish continuously an investment program and shall determine from time to time what securities shall be purchased, authority, responsibility, sold or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, exchanged and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management of the what portion of the assets of a Portfolio will Fund allocated by the Manager to the Subadviser shall be designed held uninvested, subject always to achieve qualification by each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 the restrictions of the Internal Revenue Code Trust's Declaration of 1986Trust, dated October 18, 1996, and By-laws, as each may be amended and restated from time to time (respectively, the "CodeDeclaration" and the "By-Laws"), and (2) compliance with (a) the provisions of the Act 1940 Act, the then-current Registration Statement of the Trust with respect to that Fund, and rules adopted thereunder that relate subject, further, to the investment Subadviser notifying the Manager in advance of Portfolio assets, including depositing those assets in custody with institutions designated the Subadviser's intention to purchase any securities except insofar as the requirement for such notification may be waived or limited by the Corporation; Manager, it being understood that the Subadviser shall be responsible for compliance with any restrictions imposed in writing by the Manager from time to time in order to facilitate compliance with the above-mentioned restrictions and (b) federal such other restrictions as the Manager may determine. Further, the Manager or the Trustees of the Trust may at any time, upon written notice to the Subadviser, suspend or restrict the right of the Subadviser to determine what securities shall be purchased or sold on behalf of a Fund and state what portion, if any, of the assets of a Fund allocated by the Manager to the Subadviser shall be held uninvested. The Subadviser shall also, as requested, make recommendations to the Manager as to the manner in which proxies, voting rights, rights to consent to corporate action and any other rights pertaining to a Fund's portfolio securities and commodities laws shall be exercised. Should the Board of Trustees of the Trust or the Manager at any time, however, make any definite determination as to investment policy applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) a Fund and (e) of notify the ActSubadviser thereof in writing, the Subadviser shall effect compliance only be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Subadviser shall take, on behalf of each Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of securities for each Fund's account with the brokers or dealers selected by it, and to that end the Subadviser is authorized as the agent of the Trust to give instructions to the custodian and any subcustodian of a Fund as to deliveries of securities and payments of cash for the account of that Fund. The Subadviser will advise the Manager on the same day it gives any such instructions. In connection with the selection of such brokers or dealers and the placing of such orders, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to a Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser 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. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its own affiliates and have with respect to affiliated persons identified to it by the Adviseraccounts over which they exercise investment discretion. The Trustees of the Trust shall periodically review the commissions paid by each Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund. In making purchases or sales of securities or other property for the account of a Fund, the Subadviser further represents and warrants that may deal with itself or with the Trustees of the Trust or the Trust's underwriter or distributor, to the extent any statements or omissions made in any Registration Statement for shares such actions are permitted by the 1940 Act. The Board of Trustees of the CorporationTrust, in its discretion, may instruct the Subadviser to effect all or any amendment a portion of its securities transactions with one or supplement thereto, are made in reliance upon and in conformity with information furnished more brokers and/or dealers selected by the Subadviser expressly for Board of Trustees, if it determines that the use therein, of such Registration Statement and any amendments or supplements thereto will, when they become effective, conform brokers and/or dealers is in all material respects to the requirements best interest of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this AgreementTrust.
Appears in 3 contracts
Samples: Sub Management Agreement (Variable Annuity Portfolios /), Sub Management Agreement (Variable Annuity Portfolios /), Sub Management Agreement (Variable Annuity Portfolios /)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the Corporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion, and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation is required to maintain, and will render regular reports to the Adviser and to officers and Directors of the Corporation concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge provide the foregoing responsibilities subject to the control of the officers Funds and the Directors of the Corporation and in compliance Manager with such policies investment advice and supervision as the Directors of the Corporation Manager may from time to time establish and communicate to Subadviser, and in compliance with (a) the objectives, policies, and limitations consider necessary for the Portfolio set forth proper supervision of such portion of each Fund's investment assets as the Manager may designate from time to time. Notwithstanding any provision of this Agreement, the Manager shall retain all rights and ultimate responsibilities to supervise and, in its discretion, conduct investment advisory activities relating to the Corporation's current prospectus and statement of additional information as provided to Subadviser, and (b) applicable laws and regulationsTrust. The Subadviser shall have no powerfurnish continuously an investment program and shall determine from time to time what securities shall be purchased, authority, responsibility, sold or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, exchanged and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management of the what portion of the assets of a Portfolio will Fund allocated by the Manager to the Subadviser shall be designed held uninvested, subject always to achieve qualification by each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 the restrictions of the Internal Revenue Code Trust's Declaration of 1986Trust, dated October 25, 1996, and By-laws, as each may be amended from time to time (respectively, the "CodeDeclaration" and the "By-Laws"), and (2) compliance with (a) the provisions of the Act 1940 Act, the then-current Registration Statement of the Trust with respect to that Fund, and rules adopted thereunder that relate subject, further, to the investment Subadviser notifying the Manager in advance of Portfolio assets, including depositing those assets in custody with institutions designated the Subadviser's intention to purchase any securities except insofar as the requirement for such notification may be waived or limited by the Corporation; Manager, it being understood that the Subadviser shall be responsible for compliance with any restrictions imposed in writing by the Manager from time to time in order to facilitate compliance with the above-mentioned restrictions and (b) federal such other restrictions as the Manager may determine. Further, the Manager or the Trustees of the Trust may at any time, upon written notice to the Subadviser, suspend or restrict the right of the Subadviser to determine what securities shall be purchased or sold on behalf of a Fund and state what portion, if any, of the assets of a Fund allocated by the Manager to the Subadviser shall be held uninvested. The Subadviser shall also, as requested, make recommendations to the Manager as to the manner in which proxies, voting rights, rights to consent to corporate action and any other rights pertaining to a Fund's portfolio securities and commodities laws shall be exercised. Should the Board of Trustees of the Trust or the Manager at any time, however, make any definite determination as to investment policy applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) a Fund and (e) of notify the ActSubadviser thereof in writing, the Subadviser shall effect compliance only be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Subadviser shall take, on behalf of each Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of securities for each Fund's account with the brokers or dealers selected by it, and to that end the Subadviser is authorized as the agent of the Trust to give instructions to the custodian and any subcustodian of a Fund as to deliveries of securities and payments of cash for the account of that Fund. The Subadviser will advise the Manager on the same day it gives any such instructions. In connection with the selection of such brokers or dealers and the placing of such orders, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to a Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser 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. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its own affiliates and have with respect to affiliated persons identified to it by the Adviseraccounts over which they exercise investment discretion. The Trustees of the Trust shall periodically review the commissions paid by each Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund. In making purchases or sales of securities or other property for the account of a Fund, the Subadviser further represents and warrants that may deal with itself or with the Trustees of the Trust or the Trust's underwriter or distributor, to the extent any statements or omissions made in any Registration Statement for shares such actions are permitted by the 1940 Act. The Board of Trustees of the CorporationTrust, in its discretion, may instruct the Subadviser to effect all or any amendment a portion of its securities transactions with one or supplement thereto, are made in reliance upon and in conformity with information furnished more brokers and/or dealers selected by the Subadviser expressly for Board of Trustees, if it determines that the use therein, of such Registration Statement and any amendments or supplements thereto will, when they become effective, conform brokers and/or dealers is in all material respects to the requirements best interest of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this AgreementTrust.
Appears in 3 contracts
Samples: Sub Management Agreement (Variable Annuity Portfolios /), Sub Management Agreement (Variable Annuity Portfolios), Sub Management Agreement (Variable Annuity Portfolios)
Duties of the Subadviser. (a) The Subadviser shall provide the Portfolio and the Adviser hereby engages with such investment advice and supervision as the services Adviser may from time to time consider necessary for the proper supervision of such portion of the Subadviser Portfolio's investment assets as the Adviser may designate from time to time. Notwithstanding any provision of this Agreement, the Adviser shall retain all rights and ultimate responsibilities to supervise and, in furtherance of its Investment Advisory and Management Agreement with the Corporation. Pursuant to this Subadvisory Agreement and subject discretion, conduct investment advisory activities relating to the oversight Trust. The Subadviser shall furnish continuously an investment program and review of the Advisershall determine from time to time what securities shall be purchased, the Subadviser will manage the investment sold or exchanged and reinvestment of a what portion of the assets of the Portfolio allocated by the Adviser to the Subadviser shall be held uninvested, subject always to the restrictions of the Trust's Declaration of Trust, dated December 14, 1995, and By-laws, as each may be amended from time to time (respectively, the "Declaration" and the "By-Laws"), the provisions of the 1940 Act, the then-current Registration Statement of the Trust with respect to the Portfolio, and subject, further, to the Subadviser notifying the Adviser in advance of the Subadviser's intention to purchase any securities except insofar as the requirement for such notification may be waived or limited by the Adviser, it being understood that the Subadviser shall be responsible for compliance with any restrictions imposed in writing by the Adviser from time to time in order to facilitate compliance with the above-mentioned restrictions and such other restrictions as the Adviser may determine. Further, the Adviser or the Trustees of the Trust may at any time, upon written notice to the Subadviser, suspend or restrict the right of the Subadviser to determine what securities shall be purchased or sold on behalf of the Portfolio listed and what portion, if any, of the assets of the Portfolio allocated by the Adviser to the Subadviser shall be held uninvested. The Subadviser shall also, as requested, make recommendations to the Adviser as to the manner in which proxies, voting rights, rights to consent to corporate action and any other rights pertaining to the Portfolio's portfolio securities shall be exercised. Should the Board of Trustees of the Trust or the Adviser at any time, however, make any definite determination as to investment policy applicable to the Portfolio and notify the Subadviser thereof in writing, the Subadviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Subadviser shall take, on Schedule A attached heretobehalf of the Portfolio, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of securities for the Portfolio's account with the brokers or dealers selected by it, and to that end the Subadviser is authorized as the agent of the Trust to give instructions to the custodian and any subcustodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. The Subadviser will determine advise the Adviser on the same day it gives any such instructions. In connection with the selection of such brokers or dealers and the placing of such orders, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Portfolio and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser 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. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. In making purchases or sales of securities or other property for the account of the Portfolio, the Subadviser may deal with itself or with the Trustees of the Trust or the Trust's underwriter or distributor, to the extent such actions are permitted by the 1940 Act. The Board of Trustees of the Trust, in its discretion, and subject may instruct the Subadviser to effect all or a portion of its securities transactions with one or more brokers and/or dealers selected by the oversight and review Board of Trustees, if it determines that the use of such brokers and/or dealers is in the best interest of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation is required to maintain, and will render regular reports to the Adviser and to officers and Directors of the Corporation concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors of the Corporation and in compliance with such policies as the Directors of the Corporation may from time to time establish and communicate to Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Portfolio set forth in the Corporation's current prospectus and statement of additional information as provided to Subadviser, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management of the portion of the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the Corporation; and (b) federal and state securities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) and (e) of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the Adviser. The Subadviser further represents and warrants that to the extent any statements or omissions made in any Registration Statement for shares of the Corporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this AgreementTrust.
Appears in 3 contracts
Samples: Sub Management Agreement (Asset Allocation Portfolios), Sub Management Agreement (Asset Allocation Portfolios), Sub Management Agreement (Landmark Funds I)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment the Advisory and Management Agreement with the CorporationAgreement. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached heretoPortfolio. The Subadviser will determine determine, in its discretion, discretion and subject to the oversight and review of the Adviser, the securities and other investments or instruments to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate establish, as provided in writing to Subadviserthe Subadviser from time to time, and in compliance with (a) the objectives, policies, restrictions and limitations for the Portfolio Portfolio(s) as set forth in the Corporation's Trust’s current prospectus and statement of additional information information, as provided by the Adviser to the Subadviser, ; and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A Portfolio(s) at all times (a) in compliance with all applicable federal and state laws laws, including securities, commodities and banking laws, governing its operations and investments. Without limiting ; (b) the foregoing provisions of the Act and subject to Section 11(crules adopted thereunder; (c) hereofthe objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in the Trust’s current prospectus and statement of additional information (together, the “Registration Statement”) as most recently provided by the Adviser to the Subadviser; and (d) the policies and procedures as adopted by the Trustees of the Trust provided in writing to the Subadviser. The Subadviser further represents and warrants (1) to the Adviser that the Subadviser's management of the portion of the assets of a Portfolio it will be designed to achieve qualification by manage each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 in compliance with Section 851(b)(2) and (3) of Subchapter M of the Internal Revenue Code of 1986, as amended (the "“Code"), ”) and (2Section 817(h) compliance with (a) the provisions of Subchapter L of the Act and rules adopted thereunder that relate Code, solely with respect to the investment assets of Portfolio assets, including depositing those assets in custody with institutions designated the Portfolio(s) which are under its management and based on information provided by the Corporation; and (b) federal and state securities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) and (e) custodian of the ActPortfolio(s). Furthermore, the Adviser will work in conjunction with the Subadviser shall effect compliance only to undertake any corrective action that may be required as advised by a Portfolio’s tax advisor in relation a timely manner following quarter end in order to its own affiliates and allow the Subadviser to affiliated persons identified to it by resolve the Adviserissue within the 30-day cure period under the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the shares of the CorporationTrust, or any amendment or supplement thereto, as provided to the Subadviser, are made in reliance upon and in conformity with information furnished by the Subadviser in writing expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, with respect to such furnished information, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Securities and Exchange Commission (“SEC”) thereunder (the "“1933 Act"”) and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser agrees: (a) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the course of this Agreement, is appropriate given the nature of its business, and (b) from time to time and upon reasonable request, to supply evidence of such coverage to the Adviser. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. The Subadviser shall not be responsible for the other expenses of a Portfolio, including, without limitation, fees of a Portfolio’s independent public accountants, transfer agent, custodian and other service providers who are not employees of the Subadviser; brokerage commissions and other transaction-related expenses; tax-reporting; taxes levied against a Portfolio or any of its property; and interest expenses of a Portfolio. The Subadviser also represents and warrants that in furnishing services hereunder, the Subadviser will not consult with any other subadviser of the Portfolio(s) or other series of the Trust, to the extent any other subadvisers are engaged by the Adviser, or any other subadvisers to other investment companies that are under common control with the Trust, concerning transactions of the Portfolio(s) in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of rule 12d3-1 under the Act. Notwithstanding anything in this provision or the Agreement to the contrary, Adviser acknowledges and agrees that in furnishing the services hereunder, the Subadviser is authorized to engage its affiliate, Xxxxxxxx Investment Management North America Limited, (the “Subadvisory Affiliate”), to perform investment management services for the Portfolio(s); provided that the Subadviser shall continue to be liable and accountable for any acts or omissions of the Subadvisory Affiliate, as if such acts or omissions were its own. The Adviser acknowledges that the Subadviser and its delegates do not hold client money and/or custody assets.
Appears in 3 contracts
Samples: Subadvisory Agreement (Seasons Series Trust), Subadvisory Agreement (Sunamerica Series Trust), Subadvisory Agreement (Sunamerica Series Trust)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement Agreements with the CorporationCorporation and the Trust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio Fund listed on Schedule A attached hereto. The Subadviser will determine in its discretion, discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or of the Corporation and the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors Directors/Trustees of the Corporation and the Trust may from time to time establish and communicate to Subadviserestablish, and in compliance with (a) the objectives, policies, and limitations for the Portfolio Fund set forth in the CorporationCorporation and the Trust's current prospectus prospectuses and statement statements of additional information as provided to Subadviserinformation, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets which it manages of each Portfolio the Fund set forth in Schedule A will at all times be operated and managed in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereofforegoing, the Subadviser represents and warrants (1) that the Subadviser's management qualification, election and maintenance of the portion of the assets of a Portfolio will be designed to achieve qualification such election by each Portfolio Fund to be treated as a "regulated investment company" under subchapter Subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assetsthereunder; (b) applicable federal and state securities, including depositing those assets in custody with institutions designated by the Corporationcommodities and banking laws; and (bc) federal and state securities and commodities laws applicable the distribution requirements necessary to Subadviser's portfolio management responsibilities; provided that for purposes avoid payment of any excise tax pursuant to Section 17(a), (d) and (e) 4982 of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the AdviserCode. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for shares of the CorporationCorporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 3 contracts
Samples: Subadvisory Agreement (Sunamerica Income Funds), Subadvisory Agreement (Sunamerica Strategic Investment Series Inc), Subadvisory Agreement (Sunamerica Money Market Funds Inc)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the Corporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion, discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation is required to maintain, and will render regular reports to the Adviser and to officers and Directors of the Corporation concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors of the Corporation and in compliance with such policies as the Directors of the Corporation may from time to time establish and communicate to Subadviserestablish, and in compliance with (a) the objectives, policies, and limitations for the Portfolio set forth in the Corporation's current prospectus and statement of additional information as provided to Subadviserinformation, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets which it manages of each the Portfolio set forth in Schedule A will at all times be operated and managed in compliance with all applicable federal the current prospectus and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management statement of the portion of the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the Corporation; and (b) federal and state securities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) and (e) of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the Adviseradditional information. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for shares of the Corporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 3 contracts
Samples: Subadvisory Agreement (Style Select Series Inc), Subadvisory Agreement (Style Select Series Inc), Subadvisory Agreement (Style Select Series Inc)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the Corporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion, discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will and shall furnish the Adviser with such monthly, quarterly, and annual reports concerning transactions and performance of each Portfolio in the form as reasonably requested by the Adviser. The Subadviser shall also provide the Adviser with records concerning its activities which such other information and reports as may reasonably be requested by the Adviser or from time to time, other than proprietary information, and provided the Corporation is Subadviser shall not be responsible for portfolio accounting, nor shall it be required to maintain, and will render regular reports to the Adviser and to officers and Directors of the Corporation concerning its discharge of the foregoing responsibilitiesgenerate information derived from portfolio accounting data. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors of the Corporation and in compliance with such policies as the Directors of the Corporation may from time to time establish and communicate to Subadviserestablish, and in compliance with (a) the objectives, policies, and limitations for the Portfolio set forth in the Corporation's current prospectus and statement of additional information as provided to Subadviserinformation, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder agrees to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets allocated to it of each of the Portfolio set forth in Schedule A (1) in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereofforegoing, the Subadviser represents and warrants agrees to manage each Portfolio (1) so that the Subadviser's management of the portion of the assets of a Portfolio will be designed to achieve qualification by each Portfolio it qualifies to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) in compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assetsthereunder; (b) applicable federal and state securities, including depositing those assets in custody with institutions designated by the Corporationcommodities and banking laws; and (bc) federal and state securities and commodities laws applicable the distribution requirements necessary to Subadviser's portfolio management responsibilities; provided that for avoid payment of any excise tax pursuant to Section 4982 of the Code. For purposes of Section 17(a), (d) and (e) of the Actcompliance with this paragraph, the Subadviser shall effect compliance only in relation be entitled to its own affiliates treat the portion of the assets of each Portfolio that it manages as though such portion constituted the entire Portfolio, and to affiliated persons identified to it by the Adviser. The Subadviser further represents and warrants that to the extent any statements or omissions made shall not be responsible in any Registration Statement way for shares the compliance of other portions of the Corporation, Portfolio or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements compliance of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of Portfolio as a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in whole with this Agreementparagraph.
Appears in 3 contracts
Samples: Subadvisory Agreement (Style Select Series Inc), Subadvisory Agreement (Style Select Series Inc), Subadvisory Agreement (Style Select Series Inc)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the Corporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion, discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation is required to maintain, and will render regular reports to the Adviser and to officers and Directors of the Corporation concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors of the Corporation and in compliance with such policies as the Directors of the Corporation may from time to time establish and communicate to Subadviserestablish, and in compliance with (a) the objectives, policies, and limitations for the Portfolio set forth in the Corporation's current prospectus and statement of additional information as provided to Subadviserinformation, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets which it manages of each the Portfolio set forth in Schedule A will at all times be operated and managed in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereofforegoing, the Subadviser represents and warrants (1) that the Subadviser's management qualification, election and maintenance of the portion of the assets of a Portfolio will be designed to achieve qualification such election by each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assetsthereunder; (b) applicable federal and state securities, including depositing those assets in custody with institutions designated by the Corporationcommodities and banking laws; and (bc) federal and state securities and commodities laws applicable the distribution requirements necessary to Subadviser's portfolio management responsibilities; provided that for purposes avoid payment of any excise tax pursuant to Section 17(a), (d) and (e) 4982 of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the AdviserCode. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for shares of the Corporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstance under which they were made not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 3 contracts
Samples: Subadvisory Agreement (Style Select Series Inc), Subadvisory Agreement (Style Select Series Inc), Subadvisory Agreement (Style Select Series Inc)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the Corporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion, discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation is required to maintain, and will render regular reports to the Adviser and to officers and Directors of the Corporation concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors of the Corporation and in compliance with such policies as the Directors of the Corporation may from time to time establish and communicate to the Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Portfolio set forth in the Corporation's current prospectus and statement of additional information as provided to the Subadviser, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A managed by it will at all times be operated and managed in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c9(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management of the portion of the assets of a Portfolio managed by it will be designed to achieve qualification by each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the Corporation; and (b) applicable federal and state securities and commodities laws applicable (other than state securities laws relating to Subadviser's portfolio management responsibilitiesthe amount of Portfolio shares that may be sold in a particular state); provided that for purposes of Section 17(a), (d) and (e) of the Act), the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the AdviserAdviser and its own affiliates. The Subadviser further represents and warrants that only with respect to the extent any statements or omissions made in any Registration Statement for shares of the Corporation, or any amendment or supplement supplements thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 3 contracts
Samples: Subadvisory Agreement (Style Select Series Inc), Subadvisory Agreement (Style Select Series Inc), Subadvisory Agreement (Style Select Series Inc)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the CorporationAgreement. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached heretolisted. The Subadviser will determine in its discretion, discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate to Subadviserestablish, and in compliance with (a) the objectives, policies, and limitations for the Portfolio Portfolio(s) set forth in the Corporation's Trust’s current prospectus and statement of additional information as provided to Subadviserinformation, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A perform its responsibilities under this Agreement in compliance with all applicable federal and state laws governing its operations and investmentslaws;. Without limiting the foregoing and subject to Section 11(c) hereofforegoing, the Subadviser represents and warrants that its management of the Portfolios’ assets is designed to achieve the Portfolios’ (1) that the Subadviser's management qualification, election and maintenance of the portion of the assets of a Portfolio will be designed to achieve qualification such election by each Portfolio to be treated as a "“regulated investment company" ” under subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to thereunder; (b) the investment diversification requirements specified in the Internal Revenue Service’s regulations under Section 817(h) of Portfolio assets, including depositing those assets in custody with institutions designated by the CorporationCode; (c) applicable state insurance laws; and (bd) applicable federal and state securities securities, commodities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) and (e) of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the Adviserbanking laws. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the CorporationTrust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "“1933 Act"”) and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser shall provide the Adviser information, as requested, for purposes of compliance with the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. Upon request, the Subadviser shall assist in the negotiation of all futures agreements, options agreements, ISDA Master Agreements, Credit Support Annexes, and other contracts and agreements related to derivatives transactions and holdings in the Portfolios (each, a “Derivatives Agreement”). The Adviser acknowledges that it shall execute each such Derivatives Agreement and will have responsibility for complying with the terms and obligations of each such Derivatives Agreement. In instances in which the Adviser becomes party to a Derivatives Agreement executed by the Subadviser by signing a joinder agreement, the Adviser will be responsible for complying with the terms of such joinder agreement. The Adviser further acknowledges that it shall have sole responsibility for establishing, maintaining and monitoring any registrations and/or exemptions from registration with the Commodity Futures Trading Commission with respect to the Trust or the Adviser. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. The Subadviser also represents and warrants that in furnishing services hereunder, the Subadviser will not consult with any other subadviser of the Portfolios or other series of the Trust, to the extent any other subadvisers are engaged by the Adviser, or any other subadvisers to other investments companies that are under common control with the Trust, concerning transactions of the Portfolios in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of rule 12d3-1 under the Act. The Adviser acknowledges that the Subadviser is not the tax advisor, compliance, pricing or fund accounting agent for the Portfolios. Further, the Adviser acknowledges that Subadviser shall have no responsibility to vote proxies with respect to companies whose securities are held in the Portfolios. Subadviser shall not be responsible for pursuing rights, including class action settlements, relating to the purchase, sale, or holding of securities by the Portfolios; provided, however, that Subadviser shall provide notice to Adviser of any such potential claim of which it becomes aware and reasonably cooperate with Adviser in any possible proceeding.
Appears in 3 contracts
Samples: Subadvisory Agreement (Sunamerica Series Trust), Subadvisory Agreement (Sunamerica Series Trust), Subadvisory Agreement (Sunamerica Series Trust)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the CorporationTrust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion, discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate to Subadviserestablish, and in compliance with (a) the objectives, policies, and limitations for the Portfolio Portfolio(s) set forth in the CorporationTrust's current prospectus and statement of additional information as provided to Subadviserinformation, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets allocated to it of each Portfolio of the Portfolios set forth in Schedule A will at all times be operated and managed (1) in compliance with all applicable federal and state laws governing its operations and investments; (2) so as not to jeopardize either the treatment of the Seasons variable annuity contracts issued by Variable Annuity Account Five (File No. 33-08859; hereinafter "Contracts") as annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "Code"), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and (3) to minimize any taxes and/or penalties payable by the Trust or such Portfolio. Without limiting the foregoing and subject to Section 11(c) hereofforegoing, the Subadviser represents and warrants (1) that the Subadviser's management qualification, election and maintenance of the portion of the assets of a Portfolio will be designed to achieve qualification such election by each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the Corporationthereunder; and (b) the diversification requirements specified in the Internal Revenue Service's regulations under Section 817(h) of the Code; (c) applicable state insurance laws; (d) applicable federal and state securities securities, commodities and commodities laws applicable to Subadviser's portfolio management responsibilitiesbanking laws; provided that for purposes of Section 17(a), (d) and (e) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the AdviserCode. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the CorporationTrust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 3 contracts
Samples: Subadvisory Agreement (Seasons Series Trust), Subadvisory Agreement (Seasons Series Trust), Subadvisory Agreement (Seasons Series Trust)
Duties of the Subadviser. (a) The Subadviser shall provide the Portfolio and the Adviser hereby engages with such investment advice and supervision as the services Adviser may from time to time consider necessary for the proper supervision of such portion of the Subadviser Portfolio's investment assets as the Adviser may designate from time to time. Notwithstanding any provision of this Agreement, the Adviser shall retain all rights and ultimate responsibilities to supervise and, in furtherance of its Investment Advisory and Management Agreement with the Corporation. Pursuant to this Subadvisory Agreement and subject discretion, conduct investment advisory activities relating to the oversight Trust. The Subadviser shall furnish continuously an investment program and review of the Advisershall determine from time to time what securities shall be purchased, the Subadviser will manage the investment sold or exchanged and reinvestment of a what portion of the assets of the Portfolio allocated by the Adviser to the Subadviser shall be held uninvested, subject always to the restrictions of the Trust's Declaration of Trust, dated December 14, 1995, and By-laws, as each may be amended from time to time (respectively, the "Declaration" and the "By-Laws"), the provisions of the 1940 Act, the then-current Registration Statement of the Trust with respect to the Portfolio, it being understood that the Subadviser shall be responsible for compliance after a reasonable implementation period with any restrictions imposed in writing by the Adviser from time to time in order to facilitate compliance with the above-mentioned restrictions and such other restrictions as the Adviser may determine. Further, the Adviser or the Trustees of the Trust may at any time, upon written notice to the Subadviser, suspend or restrict the right of the Subadviser to determine what securities shall be purchased or sold on behalf of the Portfolio listed and what portion, if any, of the assets of the Portfolio allocated by the Adviser to the Subadviser shall be held uninvested. The Subadviser shall also, as requested, make recommendations to the Adviser as to the manner in which proxies, voting rights, rights to consent to corporate action and any other rights pertaining to the Portfolio's portfolio securities shall be exercised. Should the Board of Trustees of the Trust or the Adviser at any time, however, make any definite determination as to investment policy applicable to the Portfolio and notify the Subadviser thereof in writing, the Subadviser shall be bound by such determination, following a reasonable implementation period, for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Subadviser shall take, on Schedule A attached heretobehalf of the Portfolio, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of securities for the Portfolio's account with the brokers or dealers selected by it, and to that end the Subadviser is authorized as the agent of the Trust to give instructions to the custodian and any subcustodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. The Subadviser will determine advise the Adviser on the same day it gives any such instructions. In connection with the selection of such brokers or dealers and the placing of such orders, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Portfolio and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser 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. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. In making purchases or sales of securities or other property for the account of the Portfolio, the Subadviser may deal with itself or with the Trustees of the Trust or the Trust's underwriter or distributor to the extent such actions are permitted by the 1940 Act. The Board of Trustees of the Trust, in its discretion, and subject may instruct the Subadviser to effect all or a portion of its securities transactions with one or more brokers and/or dealers selected by the oversight and review Board of Trustees, if it determines that the use of such brokers and/or dealers is in the best interest of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation is required to maintain, and will render regular reports to the Adviser and to officers and Directors of the Corporation concerning its discharge of the foregoing responsibilitiesTrust. The Subadviser shall discharge the foregoing responsibilities subject to the control not be liable for any actions or omissions of the officers and the Directors of the Corporation and in compliance with such policies as the Directors of the Corporation may from time to time establish and communicate to Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Portfolio set forth in the Corporation's current prospectus and statement of additional information as provided to Subadviser, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested brokers and/or dealers selected by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion Board of the assets of each Portfolio set forth in Schedule A in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management of the portion of the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the Corporation; and (b) federal and state securities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) and (e) of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by Trustees or the Adviser. The Subadviser further represents and warrants that to the extent any statements or omissions made in any Registration Statement for shares of the Corporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 3 contracts
Samples: Sub Management Agreement (Asset Allocation Portfolios), Sub Management Agreement (Landmark Funds I), Sub Management Agreement (Asset Allocation Portfolios)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the Corporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion, and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation is required to maintain, and will render regular reports to the Adviser and to officers and Directors of the Corporation concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge provide the foregoing responsibilities subject to the control of the officers and the Directors of the Corporation and in compliance Manager with such policies investment advice and supervision as the Directors of the Corporation Manager may from time to time establish and communicate to Subadviser, and in compliance with (a) the objectives, policies, and limitations consider necessary for the Portfolio set forth proper supervision of such portion of each Fund's investment assets as the Manager may designate from time to time. Notwithstanding any provision of this Agreement, the Manager shall retain all rights and ultimate responsibilities to supervise and, in its discretion, conduct investment advisory activities relating to the Corporation's current prospectus and statement of additional information as provided to Subadviser, and (b) applicable laws and regulationsTrust. The Subadviser shall have no powerfurnish continuously an investment program and shall determine from time to time what securities shall be purchased, authority, responsibility, sold or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, exchanged and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management of the what portion of the assets of a Portfolio will Fund allocated by the Manager to the Subadviser shall be designed held uninvested, subject always to achieve qualification by each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 the restrictions of the Internal Revenue Code Trust's Declaration of 1986Trust, dated October 18, 1996, and By-laws, as each may be amended from time to time (respectively, the "CodeDeclaration" and the "By-Laws"), and (2) compliance with (a) the provisions of the Act 1940 Act, the then-current Registration Statement of the Trust with respect to that Fund, and rules adopted thereunder that relate subject, further, to the investment Subadviser notifying the Manager in advance of Portfolio assets, including depositing those assets in custody with institutions designated the Subadviser's intention to purchase any securities except insofar as the requirement for such notification may be waived or limited by the Corporation; Manager, it being understood that the Subadviser shall be responsible for compliance with any restrictions imposed in writing by the Manager from time to time in order to facilitate compliance with the above-mentioned restrictions and (b) federal such other restrictions as the Manager may determine. Further, the Manager or the Trustees of the Trust may at any time, upon written notice to the Subadviser, suspend or restrict the right of the Subadviser to determine what securities shall be purchased or sold on behalf of a Fund and state what portion, if any, of the assets of a Fund allocated by the Manager to the Subadviser shall be held uninvested. The Subadviser shall also, as requested, make recommendations to the Manager as to the manner in which proxies, voting rights, rights to consent to corporate action and any other rights pertaining to a Fund's portfolio securities and commodities laws shall be exercised. Should the Board of Trustees of the Trust or the Manager at any time, however, make any definite determination as to investment policy applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) a Fund and (e) of notify the ActSubadviser thereof in writing, the Subadviser shall effect compliance only be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Subadviser shall take, on behalf of each Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of securities for each Fund's account with the brokers or dealers selected by it, and to that end the Subadviser is authorized as the agent of the Trust to give instructions to the custodian and any subcustodian of a Fund as to deliveries of securities and payments of cash for the account of that Fund. The Subadviser will advise the Manager on the same day it gives any such instructions. In connection with the selection of such brokers or dealers and the placing of such orders, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to a Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser 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. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its own affiliates and have with respect to affiliated persons identified to it by the Adviseraccounts over which they exercise investment discretion. The Trustees of the Trust shall periodically review the commissions paid by each Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund. In making purchases or sales of securities or other property for the account of a Fund, the Subadviser further represents and warrants that may deal with itself or with the Trustees of the Trust or the Trust's underwriter or distributor, to the extent any statements or omissions made in any Registration Statement for shares such actions are permitted by the 1940 Act. The Board of Trustees of the CorporationTrust, in its discretion, may instruct the Subadviser to effect all or any amendment a portion of its securities transactions with one or supplement thereto, are made in reliance upon and in conformity with information furnished more brokers and/or dealers selected by the Subadviser expressly for Board of Trustees, if it determines that the use therein, of such Registration Statement and any amendments or supplements thereto will, when they become effective, conform brokers and/or dealers is in all material respects to the requirements best interest of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this AgreementTrust.
Appears in 2 contracts
Samples: Management Agreement (Variable Annuity Portfolios), Management Agreement (Variable Annuity Portfolios)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the Corporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion, and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will shall provide the Adviser with records concerning its activities which such investment advice and supervision as the Adviser or the Corporation is required to maintain, and will render regular reports to the Adviser and to officers and Directors of the Corporation concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors of the Corporation and in compliance with such policies as the Directors of the Corporation may from time to time establish and communicate to Subadviser, and in compliance with (a) the objectives, policies, and limitations consider necessary for the Portfolio set forth proper supervision of such portion of each Portfolio's investment assets as the Adviser may designate from time to time. Notwithstanding any provision of this Agreement, the Adviser shall retain all rights and ultimate responsibilities to supervise and, in its discretion, conduct investment advisory activities relating to the Corporation's current prospectus and statement of additional information as provided to Subadviser, and (b) applicable laws and regulationsTrust. The Subadviser shall have no powerfurnish continuously an investment program and shall determine from time to time what securities shall be purchased, authority, responsibility, sold or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, exchanged and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management of the what portion of the assets of a Portfolio allocated by the Adviser to the Subadviser shall be held uninvested, subject always to the restrictions of the Trust's Declaration of Trust, dated December 14, 1995, and By-laws, as each may be amended from time to time (respectively, the "Declaration" and the "By-Laws"), the provisions of the 1940 Act, the then-current Registration Statement of the Trust with respect to that Portfolio, it being understood that the Subadviser shall be responsible for compliance after a reasonable implementation period with any restrictions imposed in writing by the Adviser from time to time in order to facilitate compliance with the above-mentioned restrictions and such other restrictions as the Adviser may determine. Further, the Adviser or the Trustees of the Trust may at any time, upon written notice to the Subadviser, suspend or restrict the right of the Subadviser to determine what securities shall be purchased or sold on behalf of a Portfolio and what portion, if any, of the assets of a Portfolio allocated by the Adviser to the Subadviser shall be held uninvested. The Subadviser shall also, as requested, make recommendations to the Adviser as to the manner in which proxies, voting rights, rights to consent to corporate action and any other rights pertaining to a Portfolio's portfolio securities shall be exercised. Should the Board of Trustees of the Trust or the Adviser at any time, however, make any definite determination as to investment policy applicable to a Portfolio and notify the Subadviser thereof in writing, the Subadviser shall be bound by such determination, following a reasonable implementation period, for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Subadviser shall take, on behalf of each Portfolio, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of securities for each Portfolio's account with the brokers or dealers selected by it, and to that end the Subadviser is authorized as the agent of the Trust to give instructions to the custodian and any subcustodian of a Portfolio as to deliveries of securities and payments of cash for the account of that Portfolio. The Subadviser will advise the Adviser on the same day it gives any such instructions. In connection with the selection of such brokers or dealers and the placing of such orders, brokers or dealers may be designed selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to achieve qualification a Portfolio and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser 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. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Trustees of the Trust shall periodically review the commissions paid by each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 determine if the commissions paid over representative periods of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate time were reasonable in relation to the investment benefits to the Portfolio. In making purchases or sales of Portfolio assets, including depositing those assets in custody with institutions designated by securities or other property for the Corporation; and (b) federal and state securities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes account of Section 17(a), (d) and (e) of the Acta Portfolio, the Subadviser shall effect compliance only in relation may deal with itself or with the Trustees of the Trust or the Trust's underwriter or distributor to its own affiliates and to affiliated persons identified to it the extent such actions are permitted by the Adviser1940 Act. The Board of Trustees of the Trust, in its discretion, may instruct the Subadviser to effect all or a portion of its securities transactions with one or more brokers and/or dealers selected by the Board of Trustees, if it determines that the use of such brokers and/or dealers is in the best interest of the Trust. The Subadviser further represents and warrants that to the extent shall not be liable for any statements actions or omissions made in any Registration Statement for shares of the Corporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished brokers and/or dealers selected by the Subadviser expressly for use therein, such Registration Statement and any amendments Board of Trustees or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this AgreementAdviser.
Appears in 2 contracts
Samples: Sub Management Agreement (Asset Allocation Portfolios), Sub Management Agreement (Landmark Funds I)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment the Advisory and Management Agreement with the CorporationTrust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion, discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate as delivered in writing to the Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Portfolio Portfolio(s) set forth in the Corporation's Trust’s current prospectus and statement of additional information (together, the “Registration Statement”) as provided delivered to the Subadviser, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any will operate and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A (1) in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's ’s management of the portion Portfolio and investments; and (2) so as not to jeopardize the treatment of the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated variable annuity contracts which offer the Portfolio(s) (the “Contracts”) as a "regulated investment company" under subchapter M, chapter 1 annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "“Code"”). Without limiting the foregoing, and (2) the Subadviser agrees to manage the Portfolio in compliance with (a) the provisions of the Act and rules adopted thereunder that relate to thereunder; (b) the investment diversification requirements specified in the Internal Revenue Service’s regulations under Section 817(h) of Portfolio assets, including depositing those assets in custody with institutions designated by the CorporationCode; (c) applicable state insurance laws; and (bd) applicable federal and state securities securities, commodities and commodities laws applicable to Subadviser's portfolio management responsibilitiesbanking laws; provided that for Adviser shall provide Subadviser with written direction as to the requirements of applicable state insurance laws and applicable federal and state banking laws. For purposes of Section 17(a)the preceding sentence, (d) disclosure in the Trust’s prospectus and/or statement of additional information of applicable state insurance laws and (e) of regulations and applicable federal and state banking laws and regulations shall constitute “written direction” thereof. The Adviser acknowledges and agrees that the ActSubadviser’s compliance with its obligations under this Agreement will be based, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it part, on information supplied by the Adviser, or an agent thereof, as to each Portfolio, including but not limited to, portfolio security lot level realized and unrealized gain/loss allocation. The Adviser agrees that all such information will be supplied on a timely basis. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the CorporationTrust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Securities and Exchange Commission (“SEC”) thereunder (the "“1933 Act"”) and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. The Subadviser shall not have any responsibility for the administrative affairs of the Portfolio, including any responsibility for the calculation of the net asset value of the Portfolio’s shares or shareholder accounting services; provided, however, that the Subadviser shall, as requested from time to time by the Adviser, assist the Adviser in obtaining pricing information relating to the Portfolio’s investment securities. The Subadviser also represents and warrants that in furnishing services hereunder, the Subadviser will not consult with any other subadviser of the Portfolio(s) or other series of the Trust, to the extent any other subadvisers are engaged by the Adviser, or any other subadvisers to other investment companies that are under common control with the Trust, concerning transactions of the Portfolio(s) in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of rule 12d3-1 under the Act.
Appears in 2 contracts
Samples: Subadvisory Agreement (Seasons Series Trust), Subadvisory Agreement (Sunamerica Series Trust)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the CorporationAgreement. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached heretolisted. The Subadviser will determine in its discretion, discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate to Subadviserestablish, and in compliance with (a) the objectives, policies, and limitations for the Portfolio Portfolio(s) set forth in the CorporationTrust's current prospectus and statement of additional information as provided to Subadviserinformation, and (b) applicable laws and regulations. The Adviser shall inform the Subadviser shall have no power, authority, responsibility, or obligation hereunder to take of any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, requirements of the California Insurance Code (or other litigation applicable insurance Code, if any) and any regulations thereunder that operate to limit or proceeding affecting securities held at any time in restrict the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (investments the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assetsPortfolio(s) may otherwise make, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, to inform the Subadviser agrees that it shall provide the Adviser with promptly of any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviserchanges in such requirements. The Subadviser represents and warrants to the Adviser that it will manage the portion each of the assets of each Portfolio Portfolios set forth in Schedule A will at all times be operated and managed (1) in compliance with all applicable federal and state laws governing its operations and investments; (2) so as not to jeopardize either the treatment of the Polaris variable annuity contracts issued by Variable Separate Account (File No. 33-47473; hereinafter "Contracts") as annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "Code"), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and (3) to minimize any taxes and/or penalties payable by the Trust or such Portfolio. Without limiting the foregoing and subject to Section 11(c) hereofforegoing, the Subadviser represents and warrants (1) that the Subadviser's management qualification, election and maintenance of the portion of the assets of a Portfolio will be designed to achieve qualification such election by each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the Corporationthereunder; and (b) the diversification requirements specified in the Internal Revenue Service's regulations under Section 817(h) of the Code; (c) applicable state insurance laws; (d) applicable federal and state securities securities, commodities and commodities laws applicable to Subadviser's portfolio management responsibilitiesbanking laws; provided that for purposes of Section 17(a), (d) and (e) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the AdviserCode. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the CorporationTrust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 2 contracts
Samples: Subadvisory Agreement (Sunamerica Series Trust), Subadvisory Agreement (Sunamerica Series Trust)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the CorporationTrust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached heretoa Fund, or portion assigned to it by the Adviser. The Subadviser will determine in its discretion, and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate to Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Portfolio Funds set forth in the Corporation's each Fund’s current prospectus and statement of additional information as provided to Subadviser, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action on behalf of a Fund with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolioa Fund, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "“Litigation"”), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio Fund assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio Fund, or portion of each Fund’s assets, allocated to it, as set forth in Schedule A A, in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants warrants: (1) that the Subadviser's ’s management of the all or a portion of the assets of a Portfolio Fund will be designed to achieve qualification by each Portfolio the Fund to be treated as a "“regulated investment company" ” under subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "“Code"”), ; and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio Fund assets, including depositing those assets in custody with institutions designated by the Corporation; Trust, and (b) federal and state securities and commodities laws applicable to Subadviser's portfolio ’s Fund management responsibilities; provided that for purposes of Section 17(a), (d) and (e) of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the Adviser. The Subadviser further represents and warrants that to the extent any statements or omissions made in any Registration Statement for shares of the CorporationTrust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "“1933 Act"”) and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser also represents and warrants that in furnishing services hereunder, the Subadviser will not consult with any other subadviser of a Fund or other series of the Trust to the extent any other subadvisers are engaged by the Adviser, or any other subadvisers to other investment companies that are under common control with the Trust, concerning transactions of a Fund in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of rule 12d3-1 under the Act. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 2 contracts
Samples: Subadvisory Agreement (Sunamerica Income Funds), Interim Subadvisory Agreement (Sunamerica Income Funds)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the Corporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion, discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or of the Corporation is required to maintain, and will render regular reports to the Adviser and to officers and Directors of the Corporation concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors of the Corporation and in compliance with such policies as the Directors of the Corporation may from time to time establish and communicate to Subadviserestablish, and in compliance with (a) the objectives, policies, policies and limitations for the Portfolio set forth in the Corporation's current prospectus and statement of additional information as provided to Subadviserinformation, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets which it manages of each the Portfolio set forth in Schedule A will at all times be operated and managed in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereofforegoing, the Subadviser represents and warrants (1) that the Subadviser's management qualification, election and maintenance of the portion of the assets of a Portfolio will be designed to achieve qualification such election by each Portfolio to be treated as a "regulated investment company" under subchapter Subchapter M, chapter Chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assetsthereunder; (b) applicable federal and state securities, including depositing those assets in custody with institutions designated by the Corporationcommodities and banking laws; and (bc) federal and state securities and commodities laws applicable the distribution requirements necessary to Subadviser's portfolio management responsibilities; provided that for purposes avoid payment of any excise tax pursuant to Section 17(a), (d) and (e) 4982 of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the AdviserCode. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for shares of the Corporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 2 contracts
Samples: Subadvisory Agreement (Style Select Series Inc), Subadvisory Agreement (Style Select Series Inc)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment the Advisory and Management Agreement with the CorporationAgreement. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached heretoPortfolio. The Subadviser will determine determine, in its discretion, discretion and subject to the oversight and review of the Adviser, the securities and other investments or instruments to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate establish, as provided in writing to Subadviserthe Subadviser from time to time, and in compliance with (a) the objectives, policies, restrictions and limitations for the Portfolio Portfolio(s) as set forth in the Corporation's Trust’s current prospectus and statement of additional information information, as provided by the Adviser to the Subadviser, ; and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A Portfolio(s) at all times (a) in compliance with all applicable federal and state laws laws, including securities, commodities and banking laws, governing its operations and investments. Without limiting ; (b) the foregoing provisions of the Act and subject to Section 11(crules adopted thereunder; (c) hereofthe objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in the Trust’s current prospectus and statement of additional information (together, the “Registration Statement”) as most recently provided by the Adviser to the Subadviser; and (d) the policies and procedures as adopted by the Trustees of the Trust provided in writing to the Subadviser. The Subadviser further represents and warrants (1) to the Adviser that the Subadviser's management of the portion of the assets of a Portfolio it will be designed to achieve qualification by manage each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 in compliance with Section 851(b)(2) and (3) of Subchapter M of the Internal Revenue Code of 1986, as amended (the "“Code"), ”) and (2Section 817(h) compliance with (a) the provisions of Subchapter L of the Act and rules adopted thereunder that relate Code, solely with respect to the investment assets of Portfolio assets, including depositing those assets in custody with institutions designated the Portfolio(s) which are under its management and based on information provided by the Corporation; and (b) federal and state securities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) and (e) custodian of the ActPortfolio(s). Furthermore, the Adviser will work in conjunction with the Subadviser shall effect compliance only to undertake any corrective action that may be required as advised by a Portfolio’s tax advisor in relation a timely manner following quarter end in order to its own affiliates and allow the Subadviser to affiliated persons identified to it by resolve the Adviserissue within the 30-day cure period under the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the shares of the CorporationTrust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser in writing expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "“1933 Act"”) and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser agrees: (a) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the course of this Subadvisory Agreement, is appropriate given the nature of its business, and (b) from time to time and upon reasonable request, to supply evidence of such coverage to the Adviser. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Subadvisory Agreement. The Subadviser shall not be responsible for the other expenses of a Portfolio, including, without limitation, fees of a Portfolio’s independent public accountants, transfer agent, custodian and other service providers who are not employees of the Subadviser; brokerage commissions and other transaction-related expenses; tax-reporting; taxes levied against a Portfolio or any of its property; and interest expenses of a Portfolio. The Subadviser also represents and warrants that in furnishing services hereunder, the Subadviser will not consult with any other subadviser of the Portfolio(s) or other series of the Trust, to the extent any other subadvisers are engaged by the Adviser, or any other subadvisers to other investment companies that are under common control with the Trust, concerning transactions of the Portfolio(s) in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of rule 12d3-1 under the Act. In rendering the services required under this Subadvisory Agreement, the Subadviser may, consistent with applicable law and regulations, from time to time, employ, delegate, engage, or associate with such affiliated or unaffiliated entities or persons as it believes necessary to assist it in carrying out its obligations under this Subadvisory Agreement; provided, however, that, in the case of any such delegation that involves any such entities or persons serving as an “investment adviser” to the Portfolio(s) within the meaning of the Act, such delegation must meet the requirements of Section 15(a) of the Act and related guidance of, or exemptive orders from, the Securities and Exchange Commission and its staff. The Subadviser shall remain liable for the performance of the Subadviser’s obligations hereunder and for the acts and omission of such other persons or entities. The Subadviser will assist the Portfolios and its agents in determining whether prices obtained by the applicable Portfolio(s) and its agents for valuation purposes accurately reflect the prices on the Subadviser’s portfolio records relating to the assets of the Portfolio for which the Subadviser has responsibility at such times as the Adviser shall reasonably request; provided, however, that the parties acknowledge that the Subadviser is not the pricing or fund accounting agent for the Portfolio(s). The Adviser acknowledges that the Subadviser and its delegates do not hold client money and/or custody assets. The Adviser acknowledges that the Subadviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Portfolio(s) or that a Portfolio will perform comparably with any standard or index, including other clients of the Subadviser, whether public or private. The Subadviser shall not be deemed to have breached this Agreement or any investment restrictions or policies applicable to a Portfolio in connection with fluctuations arising from market movements and other events outside the control of the Subadviser.
Appears in 2 contracts
Samples: Subadvisory Agreement (Sunamerica Series Trust), Subadvisory Agreement (Sunamerica Series Trust)
Duties of the Subadviser. (a) The Adviser hereby engages Subject to the services supervision and approval of the Subadviser in furtherance Manager and the Fund's Board of its Investment Advisory and Management Agreement with the Corporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the AdviserDirectors, the Subadviser will manage the investment and reinvestment of a the assets of the Fund's State Street Research Large Cap Value Portfolio (the "Portfolio") for the period and on the terms and conditions set forth in this Agreement. In acting as Subadviser to the Fund with respect to the Portfolio, the Subadviser shall determine which securities shall be purchased, sold or exchanged and what portion of the assets of each the Portfolio listed shall be held in the various securities or other assets in which it may invest, subject always to any restrictions of the Fund's Articles of Incorporation and By-Laws, as amended or supplemented from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio's investment objectives, policies and restrictions as the same are set forth in the prospectus and statement of additional information of the Fund then currently effective under the Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of the Fund or the Manager at any time, however, make any definite determination as to investment policy and notify in writing the Subadviser thereof, the Subadviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified in writing that such determination has been revoked. The Subadviser shall take, on Schedule A attached heretobehalf of the Fund, all actions which it deems necessary to implement the investment policies of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Portfolio with brokers or dealers selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, the Subadviser is directed at all times to follow the policies of the Fund set forth in the Prospectus. Nothing herein shall preclude the "bunching" of orders for the sale or purchase of portfolio securities with other Fund portfolios or with other accounts managed by the Subadviser. The Subadviser shall not favor any account over any other and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averaged. In connection with these services the Subadviser will provide investment research as to the Portfolio's investments and conduct a continuous program of evaluation of its assets. The Subadviser will determine in its discretion, and subject have the responsibility to monitor the investments of the Portfolio to the oversight extent necessary for the Subadviser to manage the Portfolio in a manner that is consistent with the investment objective and review policies of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation is required to maintain, and will render regular reports to the Adviser and to officers and Directors of the Corporation concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors of the Corporation and in compliance with such policies as the Directors of the Corporation may from time to time establish and communicate to Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Portfolio set forth in the Corporation's current prospectus Prospectus, as from time to time amended, and statement of additional information as provided communicated in writing to the Subadviser, and consistent with applicable law, including, but not limited to, the Investment Company Act and the rules and regulations thereunder and the applicable provisions of the Internal Revenue Code and the rules and regulations thereunder (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, subchapter M of the Code and the investment diversification aspects of Section 817(h) of the Code). The Subadviser will furnish the Manager and the Fund such statistical information, including prices of securities in situations where a fair valuation determination is required or when a security cannot be priced by the Fund's accountants, with respect to file proofs the investments it makes for the Portfolio as the Manager and the Fund may reasonably request. On its own initiative, the Subadviser will apprise the Manager and the Fund of claim or other documents related important developments materially affecting the Portfolio, including but not limited to any change in the personnel of the Subadviser responsible for the day to day investment decisions made by the Subadviser for the Portfolio and any material legal proceedings against the Subadviser by the Securities and Exchange Commission relating to violations of the federal securities laws by the Subadviser, and will furnish the Manager and the Fund from time to time with similar material information that is believed appropriate for this purpose. In addition, the Subadviser will furnish the Manager and the Fund's Board of Directors such proceedings (periodic and special reports as either of them may reasonably request. The Subadviser will exercise its best judgment in rendering the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assetsservices provided for in this Article 1, and the Adviser acknowledges Fund and agrees the Manager agree, as an inducement to the Subadviser's undertaking so to do, that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with will not be liable under this Agreement for any and all documentation mistake of judgment or information relating to the Litigation in any other event whatsoever, except as may reasonably be requested by the Adviserhereinafter provided. The Subadviser represents shall for all purposes herein be deemed to be an independent contractor and warrants shall, unless otherwise provided or authorized, have no authority to act for or represent the Adviser that it will manage Fund or the portion Manager in any way or otherwise be deemed an agent of the assets Fund or the Manager other than in furtherance of each Portfolio its duties and responsibilities as set forth in Schedule A in compliance with all applicable federal and state laws governing its operations and investmentsthis Agreement. Without limiting the foregoing and subject to Section 11(c) hereofNotwithstanding any other provision of this Agreement, the Fund, the Manager and the Subadviser represents and warrants (1) may agree to the employment of a Sub-Subadviser to the Fund for the purpose of providing investment advisory services with respect to the Portfolio, provided that the Subadviser's management compensation to be paid to such Sub-Subadviser shall be the sole responsibility of the portion Subadviser and the duties and responsibilities of the assets of Sub-Subadviser shall be as set forth in a Portfolio will be designed to achieve qualification by each Portfolio to be treated as a "regulated investment company" under subchapter Msub-subadvisory agreement among the Manager, chapter 1 the Subadviser, the Sub-Subadviser and the Fund on behalf of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the Corporation; and (b) federal and state securities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) and (e) of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the Adviser. The Subadviser further represents and warrants that to the extent any statements or omissions made in any Registration Statement for shares of the Corporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this AgreementPortfolio.
Appears in 2 contracts
Samples: Subadvisory Agreement (Metropolitan Series Fund Inc), Subadvisory Agreement (Metropolitan Series Fund Inc)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the Corporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion, and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation is required to maintain, and will render regular reports to the Adviser and to officers and Directors of the Corporation concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors of the Corporation and in compliance with such policies as the Directors of the Corporation may from time to time establish and communicate to Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Portfolio set forth in the Corporation's current Corporation'scurrent prospectus and statement of additional information as provided to Subadviser, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A managed by it will at all times be operated and managed in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c9(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management of the portion of the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the Corporation; and (b) applicable federal and state securities and commodities laws applicable (other than state securities laws relating to Subadviser's portfolio management responsibilitiesthe amount of Portfolio shares that may be sold in a particular state); provided that for purposes of Section 17(a), (d) and (e) of the Act), the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the Adviser. The Subadviser further represents and warrants that only with respect to the extent any statements or omissions made in any Registration Statement for shares of the Corporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 2 contracts
Samples: Subadvisory Agreement (Style Select Series Inc), Subadvisory Agreement (Style Select Series Inc)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the CorporationTrust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached heretoPortfolio. The Subadviser will determine determine, in its discretion, discretion and subject to the oversight and review of the Adviser, the securities and other investments to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilities. Adviser acknowledges that Subadviser may delegate certain operational and administrative functions to qualified and reputable third parties in support of the services contemplated herein. Subadviser acknowledges that it shall be responsible for the actions of such third parties to the same extent that it would be liable to the Adviser under the terms of this Subadvisory Agreement. The Subadviser, as agent and attorney-in-fact of the Trust, may, when it deems appropriate and without prior consultation with the Adviser, (a) buy, sell, exchange, convert and otherwise trade in any stocks, bonds and other securities including money market instruments, whether the issuer is organized in the United States or outside the United States, (b) place orders for the execution of such securities transactions with or through such brokers, dealers or issuers as the Subadviser may select and (c) purchase, sell, exchange or convert foreign currency in the spot or forward markets as necessary to facilitate transactions in international securities for the Portfolio(s). In addition, the custodian shall provide the Subadviser with daily reports regarding the cash levels in the Portfolio. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate to Subadviserestablish, and in compliance with (a) the objectives, policies, restrictions and limitations for the Portfolio Portfolio(s) as set forth in the Corporation's Trust’s current prospectus and statement of additional information as provided to Subadviser, information; and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A will at all times be operated and managed (a) in compliance with all applicable federal and state laws laws, including securities, commodities and banking laws, governing its operations and investments. Without limiting ; (b) so as not to jeopardize either the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management treatment of the portion of variable annuity contracts which offer the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated Portfolio(s) (the “Contracts”) as a "regulated investment company" under subchapter M, chapter 1 annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "“Code"”), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and (2c) to minimize any taxes and/or penalties payable by the Trust or the Portfolio(s). Without limiting the foregoing, the Subadviser represents and warrants that it will manage each Portfolio in compliance with (a) the applicable provisions of Subchapter M, chapter 1 of the Code (“Subchapter M”) for each Portfolio to be treated as a “regulated investment company” under Subchapter M; (b) the diversification requirements specified in the Internal Revenue Service’s regulations under Section 817(h) of the Code; (c) the provisions of the Act and rules adopted thereunder that relate thereunder; (d) applicable state insurance laws; (e) the objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in the Trust’s current prospectus and statement of additional information as most recently provided by the Adviser to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the CorporationSubadviser; and (bf) federal the policies and state securities and commodities laws applicable procedures as adopted by the Trustees of the Trust. The Subadviser shall furnish information to Subadviser's portfolio management responsibilities; provided that the Adviser, as requested, for purposes of compliance with the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 17(a), (d) and (e) 4982 of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the AdviserCode. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the CorporationTrust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "“1933 Act"”) and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser agrees: (a) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the course of this Agreement, is appropriate given the nature of its business, and (b) from time to time and upon reasonable request, to supply evidence of such coverage to the Adviser. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. The Subadviser also represents and warrants that in furnishing services hereunder, the Subadviser will not consult with any other subadviser of the Portfolios or other series of the Trust, to the extent any other subadvisers are engaged by the Adviser, or any other subadvisers to other investments companies that are under common control with the Trust, concerning transactions of the Portfolios in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of rule 12d3-1 under the Act.
Appears in 2 contracts
Samples: Subadvisory Agreement (Sunamerica Series Trust), Subadvisory Agreement (Sunamerica Series Trust)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the Corporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion, discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or of the Corporation is required to maintain, and will render regular reports to the Adviser and to officers and Directors of the Corporation concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors of the Corporation and in compliance with such policies as the Directors of the Corporation may from time to time establish and communicate to Subadviserestablish, and in compliance with (a) the objectives, policies, policies and limitations for the Portfolio set forth in the Corporation's current prospectus and statement of additional information as provided to Subadviserinformation, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets which it manages of each the Portfolio set forth in Schedule A will at all times be operated and managed in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereofforegoing, the Subadviser represents and warrants (1) agrees to manage that the Subadviser's management of the portion of the assets of a the Portfolio will be designed allocated to achieve qualification by each Portfolio it (1) so that it qualifies to be treated as a "regulated investment company" under subchapter Subchapter M, chapter Chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) in compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the Corporationthereunder; and (b) applicable federal and state securities securities, commodities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) and (e) of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the Adviserbanking laws. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for shares of the Corporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such parts of such Registration Statement and any amendments or supplements thereto consisting of such statements or omissions will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 2 contracts
Samples: Subadvisory Agreement (Style Select Series Inc), Subadvisory Agreement (Style Select Series Inc)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the Corporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion, discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or of the Corporation is required to maintain, and will render regular reports to the Adviser and to officers and Directors of the Corporation concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors of the Corporation and in compliance with such policies as the Directors of the Corporation may from time to time establish and communicate to Subadviserestablish, and in compliance with (a) the objectives, policies, policies and limitations for the Portfolio set forth in the Corporation's current prospectus and statement of additional information as provided to Subadviserinformation, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets which it manages of each the Portfolio set forth in Schedule A will at all times be managed in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereofforegoing, the Subadviser represents and warrants (1) agrees to manage that the Subadviser's management of the portion of the assets of a the Portfolio will be designed allocated to achieve qualification by each Portfolio it (1) so that it qualifies to be treated as a "regulated investment company" under subchapter Subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) in compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the Corporationthereunder; and (b) and applicable federal and state securities securities, commodities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) and (e) of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the Adviserbanking laws. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for shares of the Corporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with written information furnished by the Subadviser expressly for use therein, such parts of such Registration Statement and any amendments or supplements thereto consisting of such statements or omissions will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 2 contracts
Samples: Subadvisory Agreement (Style Select Series Inc), Subadvisory Agreement (Style Select Series Inc)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the CorporationTrust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached heretoPortfolio. The Subadviser will determine determine, in its discretion, discretion and subject to the oversight and review of the Adviser, the securities and other investments to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilities. The Subadviser, as agent and attorney-in-fact of the Trust, may, when it deems appropriate and without prior consultation with the Adviser, (a) buy, sell, exchange, convert and otherwise trade in any stocks, bonds and other securities including money market instruments, whether the issuer is organized in the United States or outside the United States, (b) place orders for the execution of such securities transactions with or through such brokers, dealers or issuers as the Subadviser may select and (c) purchase, sell, exchange or convert foreign currency in the spot or forward markets as necessary to facilitate transactions in international securities for the Portfolio(s). The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate to Subadviserestablish, and in compliance with (a) the objectives, policies, restrictions and limitations for the Portfolio Portfolio(s) as set forth in the CorporationTrust's current prospectus and statement of additional information as provided to Subadviser, information; and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A will at all times be operated and managed (a) in compliance with all applicable federal and state laws laws, including securities, commodities and banking laws, governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereofforegoing, the Subadviser represents and warrants that it will cooperate with the Trust's administrator to manage each Portfolio in compliance with (1a) that the Subadviser's management applicable provisions of Subchapter M, chapter 1 of the portion of the assets of a Portfolio will be designed to achieve qualification by Code ("Subchapter M") for each Portfolio to be treated as a "regulated investment company" under subchapter Subchapter M, chapter 1 of ; (b) the diversification requirements specified in the Internal Revenue Code Service's regulations under Section 817(h) of 1986, as amended the Code; (the "Code"), and (2) compliance with (ac) the provisions of the Act and rules adopted thereunder that relate thereunder; (d) applicable state insurance laws; (e) the objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in the Trust's current prospectus and statement of additional information as most recently provided by the Adviser to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the CorporationSubadviser; and (bf) federal the policies and state securities and commodities laws applicable procedures as adopted by the Trustees of the Trust as furnished to the Subadviser's portfolio management responsibilities; provided that . The Subadviser shall furnish information readily available to it to the Adviser, as requested, for purposes of compliance with the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 17(a), (d) and (e) 4982 of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the AdviserCode. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the CorporationTrust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser agrees: (a) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the course of this Agreement, is appropriate given the nature of its business, and (b) from time to time and upon reasonable request, to supply evidence of such coverage to the Adviser. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 2 contracts
Samples: Subadvisory Agreement (Sunamerica Series Trust), Subadvisory Agreement (Sunamerica Series Trust)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment the Advisory and Management Agreement with the CorporationTrust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine determine, in its discretion, discretion and subject to the reasonable oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control reasonable oversight of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate to Subadviserestablish, and in compliance with (a) the objectives, policies, and limitations for the Portfolio Portfolio(s) set forth in the CorporationTrust's current prospectus and statement of additional information as provided to Subadviserinformation, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder manage the portion of the assets of a Portfolio allocated to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, it as if it was a separate operating portfolio and the Adviser acknowledges provisions, representations and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, warranties of this Section 1 of the Subadviser agrees that it Subadvisory Agreement shall provide apply only the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested portion of assets of a Portfolio managed by the AdviserSubadviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets allocated to it of each Portfolio set forth in Schedule A will at all times be operated and managed (a) in compliance with all applicable federal and state laws laws, including securities, commodities and banking laws, governing its operations and investments. Without limiting ; (b) so as not to jeopardize either the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management treatment of the portion of variable annuity contracts which offer the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated Portfolio(s) (the "Contracts") as a "regulated investment company" under subchapter M, chapter 1 annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "Code"), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and (2c) to minimize any taxes and/or penalties payable by the Trust or the Portfolio(s). Without limiting the foregoing, the Subadviser represents and warrants that it will manage the portion of assets allocated to it of each Portfolio in compliance with (a) the diversification requirements specified in the Internal Revenue Services's regulations under Section 817(h) of the Code; (b) the provisions of the 1940 Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the Corporationthereunder; and (bc) federal and applicable state securities and commodities laws applicable to Subadviser's portfolio management responsibilitiesinsurance laws; provided that for purposes of Section 17(a), (d) the objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in the Trust's current prospectus and statement of additional information as most recently provided by the Adviser to the Subadviser; and (e) the policies and procedures as adopted by the Trustees of the ActTrust. The Adviser agrees that it, and not the Subadviser, shall be solely responsible for insuring that each Portfolio set forth in Schedule A managed by the Subadviser (i) qualifies as a "regulated investment company" under Subchapter M, chapter 1 of the Code; and (ii) complies with any limits in its current prospectus or statement of additional information concerning concentration of investments or the amount of assets that may be invested by the Portfolio in any one or more securities. Should the Adviser determine that the Portfolio is not in compliance with Subchapter M, chapter 1 of the Code, the Subadviser agrees to follow instructions of the Adviser to remedy such non-compliance. The Subadviser shall effect compliance only in relation furnish information to its own affiliates and to affiliated persons identified to it by the Adviser, as requested, for purposes of compliance with the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the CorporationTrust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the 1940 Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser agrees: (a) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the course of this Agreement, is appropriate given the nature of its business, and (b) from time to time and upon reasonable request, to supply evidence of such coverage to the Adviser. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 2 contracts
Samples: Subadvisory Agreement (Seasons Series Trust), Subadvisory Agreement (Seasons Series Trust)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the Corporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser's responsibility with regard to the management of assets shall commence and end as it receives notice that assets had been allocated to or removed from the Subadviser's management. The daily report to the Subadviser of the custodian for the Portfolio showing the net increase or decrease in the assets allocated to the Subadviser for management shall normally constitute such notice. The Subadviser will determine in its discretion, discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation is required to maintain, and will render regular reports to the Adviser and to officers and Directors of the Corporation concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors of the Corporation and in compliance with such policies as the Directors of the Corporation may from time to time establish and communicate to Subadviserestablish, and in compliance with (a) the objectives, policies, and limitations for the Portfolio set forth in the Corporation's current prospectus and statement of additional information as provided which are communicated to the Subadviser, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets which it manages of each the Portfolio set forth in Schedule A will at all times be operated and managed in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereofforegoing, the Subadviser represents and warrants (1) that the Subadviser's its management of the such portion of the assets will meet requirements for (1) qualification, election and maintenance of a such election by the Portfolio will be designed to achieve qualification by each Portfolio of which it is part to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assetsthereunder; (b) applicable federal and state securities, including depositing those assets in custody with institutions designated by the Corporationcommodities and banking laws; and (bc) federal and state securities and commodities laws applicable the distribution requirements necessary to Subadviser's portfolio management responsibilities; provided that for purposes avoid payment of any excise tax pursuant to Section 17(a), (d) and (e) 4982 of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the AdviserCode. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for shares of the Corporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 2 contracts
Samples: Subadvisory Agreement (Style Select Series Inc), Subadvisory Agreement (Style Select Series Inc)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment the Advisory and Management Agreement with the CorporationAgreement. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached heretoPortfolio. The Subadviser will determine determine, in its discretion, discretion and subject to the oversight and review of the Adviser, the securities and other investments or instruments to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintainmaintain in accordance with Rule 31a-1 and Rule 31a-2 under the Act, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust, at such times and in such detail as shall be reasonable, concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish establish, as provided promptly and communicate in writing to Subadviserthe Subadviser from time to time, and in compliance with (a) the objectives, policies, restrictions and limitations for the Portfolio Portfolio(s) as set forth in the Corporation's Trust’s current prospectus and statement of additional information information, as provided promptly by the Adviser to the Subadviser, ; and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A Portfolio(s) at all times (a) in compliance with all applicable federal and state laws laws, including securities, commodities and banking laws, governing its operations and investments. Without limiting ; (b) the foregoing provisions of the Act and subject to Section 11(cthe rules and regulations adopted thereunder; (c) hereofthe objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in the Trust’s current prospectus and statement of additional information (together, the “Registration Statement”) as most recently provided by the Adviser to the Subadviser; and (d) the policies and procedures as adopted by the Trustees of the Trust provided in writing to the Subadviser. The Subadviser further represents and warrants (1) to the Adviser that the Subadviser's management of the portion of the assets of a Portfolio it will be designed to achieve qualification by manage each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 in compliance with Section 851(b)(2) and (3) of Subchapter M of the Internal Revenue Code of 1986, as amended (the "“Code"), ”) and (2Section 817(h) compliance with (a) the provisions of Subchapter L of the Act and rules adopted thereunder that relate Code, solely with respect to the investment assets of Portfolio assets, including depositing those assets in custody with institutions designated the Portfolio(s) which are under its management and based solely on information provided by the Corporation; and (b) federal and state securities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) and (e) custodian of the ActPortfolio(s). Furthermore, the Adviser will work in conjunction with the Subadviser shall effect compliance only to undertake any corrective action that may be required as advised by a Portfolio’s tax advisor in relation a timely manner following quarter end in order to its own affiliates and allow the Subadviser to affiliated persons identified to it by resolve the Adviserissue within the 30-day cure period under the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the shares of the CorporationTrust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser in writing expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Securities and Exchange Commission (“SEC”) thereunder (the "“1933 Act"”) and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser agrees: (a) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the course of this Agreement, is appropriate given the nature of its business, and (b) from time to time and upon reasonable request, to supply evidence of such coverage to the Adviser. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. The Subadviser shall not be responsible for the other expenses of a Portfolio, including, without limitation, fees of a Portfolio’s independent public accountants, transfer agent, custodian and other service providers who are not employees of the Subadviser; brokerage commissions and other transaction-related expenses; tax-reporting; taxes levied against a Portfolio or any of its property; and interest expenses of a Portfolio. The Subadviser also represents and warrants that in furnishing services hereunder, the Subadviser will not consult with any other subadviser of the Portfolio(s) or other series of the Trust, to the extent any other subadvisers are engaged by the Adviser (and not the Subadviser), or any other subadvisers to other investment companies that are under common control with the Trust, concerning transactions of the Portfolio(s) in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of rule 12d3-1 under the Act. The Subadviser may delegate certain of the Subadviser’s duties hereunder to a Subadviser Affiliate, provided that any such arrangements are entered into in accordance with all applicable requirements of the Act and the terms of any applicable exemptive orders. The Subadviser acknowledges and agrees that any such delegation by the Subadviser shall in no way relieve the Subadviser of its duties and obligations hereunder, all such duties and obligations hereunder shall remain the sole responsibility of the Subadviser as if no such delegation had occurred, and the Subadviser, in accordance with Section 9 hereof, shall be fully responsible and liable for all actions or omissions to act by any Subadviser Affiliate. The Subadviser shall notify the Adviser promptly in writing at least seventy-five (75) days in advance in the event that a Subadvisory Affiliate Agreement is to be materially amended. The Subadviser acknowledges and agrees that the Subadviser Affiliates are not parties to this Agreement and are not intended beneficiaries of this Agreement and that they have no rights under this Agreement. The Adviser acknowledges that the Subadviser and its delegates do not hold client money and/or custody assets.
Appears in 2 contracts
Samples: Subadvisory Agreement (Sunamerica Series Trust), Subadvisory Agreement (Sunamerica Series Trust)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the CorporationTrust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine determine, in its discretion, discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate to Subadviserestablish, and in compliance with (a) the objectives, policies, and limitations for the Portfolio Portfolio(s) set forth in the CorporationTrust's current prospectus and statement of additional information as provided to Subadviserinformation, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio of the Portfolios set forth in Schedule A will at all times be operated and managed in compliance with (a) all applicable federal and state laws laws, including securities, commodities and banking laws, governing its operations and investments. Without limiting ; (b) the foregoing and subject to Section 11(c) hereofapplicable provisions of Subchapter M, the Subadviser represents and warrants (1) that the Subadviser's management chapter 1 of the portion of the assets of a Portfolio will be designed to achieve qualification by Code ("Subchapter M") for each Portfolio to be treated as a "regulated investment company" under subchapter Subchapter M, chapter 1 ; (c) the diversification requirements specified in the Internal Revenue Service's regulations under Section 817(h) of the Internal Revenue Code of 1986, as amended (the "Code"), ) so as not to jeopardize the treatment of the variable annuity contracts which offer the Portfolios (hereinafter "Contracts") as annuity contracts for purposes of the Code; and (2) compliance with (ad) the provisions of the Act and rules adopted thereunder that relate thereunder. Subadviser also agrees to furnish information to the investment of Portfolio assetsAdviser, including depositing those assets in custody with institutions designated by the Corporation; and (b) federal and state securities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that as requested, for purposes of compliance with the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 17(a), (d) and (e) 4982 of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the AdviserCode. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the CorporationTrust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 2 contracts
Samples: Subadvisory Agreement (Sunamerica Series Trust), Subadvisory Agreement (Sunamerica Series Trust)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the CorporationTrust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached heretoPortfolio. The Subadviser will determine determine, in its discretion, discretion and subject to the oversight and review of the Adviser, the securities and other investments to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilitiesresponsibilities as may be reasonably requested from time to time. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate to Subadviserestablish, and in compliance with (a) the objectives, policies, restrictions and limitations for the Portfolio Portfolio(s) as set forth in the Corporation's Trust’s current prospectus and statement of additional information as provided to Subadviser, information; and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of that, in performing its responsibilities hereunder, each Portfolio set forth in Schedule A will at all times be operated and managed (a) in compliance with all applicable federal and state laws laws, including securities, commodities and banking laws, governing its operations and investments. Without limiting ; (b) so as not to jeopardize either the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management treatment of the portion of variable annuity contracts which offer the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated Portfolio(s) (the “Contracts”) as a "regulated investment company" under subchapter M, chapter 1 annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "“Code"”), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and (2c) to minimize any taxes and/or penalties payable by the Trust or the Portfolio(s). Without limiting the foregoing, the Subadviser represents and warrants that it will manage each Portfolio in compliance with (a) the applicable provisions of Subchapter M, chapter 1 of the Code (“Subchapter M”) for each Portfolio to be treated as a “regulated investment company” under Subchapter M; (b) the diversification requirements specified in the Internal Revenue Service’s regulations under Section 817(h) of the Code; (c) the provisions of the Act and rules adopted thereunder that relate thereunder; (d) applicable state insurance laws as communicated by Adviser to Subadviser in writing; (e) the objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in the Trust’s current prospectus and statement of additional information as most recently provided by the Adviser to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the CorporationSubadviser; and (bf) federal the policies and state securities and commodities laws applicable procedures as adopted by the Trustees of the Trust as most recently provided by the Adviser to the Subadviser's portfolio management responsibilities; provided that . The Subadviser shall furnish information to the Adviser, as requested, for purposes of compliance with the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 17(a), (d) and (e) 4982 of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the AdviserCode. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the CorporationTrust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "“1933 Act"”) and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser agrees: (a) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the course of this Agreement, is appropriate given the nature of its business, and (b) from time to time and upon reasonable request, to supply evidence of such coverage to the Adviser. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. Adviser acknowledges that Subadviser shall have no responsibility to vote proxies with respect to companies whose securities are held in that portion of the Portfolio(s) allocated to it by Adviser. Subadviser shall not be responsible for pursuing rights, including class action settlements, relating to the purchase, sale, or holding of securities by the Portfolio(s); provided, however, that Subadviser shall provide notice to Adviser of any such potential claim of which it becomes aware and reasonably cooperate with Adviser in any possible proceeding. In rendering the services required under this Agreement, Subadviser may, consistent with applicable law and regulations, from time to time, employ, delegate, or associate with itself such affiliated or unaffiliated person or persons as it believes necessary to assist it in carrying out its obligations under this Agreement; provided, however, that in each such instance Subadviser shall provide prior written notice to Adviser. Subadviser represents that any party to whom it delegates authority with respect to the services to be provided under this Agreement shall be bound by a duty of confidentiality to the Subadviser that is no less restrictive than the duties required of the Subadviser under this Agreement. The power to delegate duties under this Agreement shall not relieve the Subadviser of any liability for such delegate’s acts, that if done by the Subadviser, would result in liability to the Subadviser. Subadviser does not warrant that the portion of the assets of the Portfolio(s) managed by Subadviser will achieve any particular rate of return or that its performance will match that of any benchmark index or other standard or objective. Adviser has delivered or will deliver to Subadviser current copies of the Trust’s Prospectus and Statement of Additional Information, and all applicable supplements thereof, and will promptly deliver to Subadviser all future amendments and supplements, if any. Adviser will provide Subadviser access to a list of the affiliates of Adviser or the Portfolio(s) to which investment restrictions apply, which list will specifically identify (a) all companies in which the Portfolio(s) may not invest, together with ticker symbols and/or CUSIP numbers for all such companies, and (b) any affiliated brokers and any restrictions that apply to the use of those brokers by the Portfolio(s). Adviser will notify Subadviser any time a change to such list is made. The Subadviser also represents and warrants that in furnishing services hereunder, the Subadviser will not consult with any other subadviser of the Portfolios or other series of the Trust, to the extent any other subadvisers are engaged by the Adviser, or any other subadvisers to other investments companies that are under common control with the Trust, concerning transactions of the Portfolios in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of rule 12d3-1 under the Act.
Appears in 2 contracts
Samples: Subadvisory Agreement (Seasons Series Trust), Subadvisory Agreement (Seasons Series Trust)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment the Advisory and Management Agreement with the CorporationAgreement. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached heretoPortfolio. The Subadviser will determine determine, in its discretion, discretion and subject to the oversight and review of the Adviser, the securities and other investments or instruments to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate establish, as provided in writing to Subadviserthe Subadviser from time to time, and in compliance with (a) the objectives, policies, restrictions and limitations for the Portfolio Portfolio(s) as set forth in the CorporationTrust's current prospectus and statement of additional information information, as provided by the Adviser to the Subadviser, ; and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A Portfolio(s) at all times (a) in compliance with all applicable federal and state laws laws, including securities, commodities and banking laws, governing its operations and investments. Without limiting ; (b) the foregoing provisions of the Act and subject to Section 11(crules adopted thereunder; (c) hereofthe objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in the Trust's current prospectus and statement of additional information (together, the "Registration Statement") as most recently provided by the Adviser to the Subadviser; and (d) the policies and procedures as adopted by the Trustees of the Trust provided in writing to the Subadviser. The Subadviser further represents and warrants (1) to the Adviser that the Subadviser's management of the portion of the assets of a Portfolio it will be designed to achieve qualification by manage each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 in compliance with Section 851(b)(2) and (3) of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), ) and (2Section 817(h) compliance with (a) the provisions of Subchapter L of the Act and rules adopted thereunder that relate Code, solely with respect to the investment assets of Portfolio assets, including depositing those assets in custody with institutions designated the Portfolio(s) which are under its management and based on information provided by the Corporation; and (b) federal and state securities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) and (e) custodian of the ActPortfolio(s). Furthermore, the Adviser will work in conjunction with the Subadviser shall effect compliance only to undertake any corrective action that may be required as advised by a Portfolio's tax advisor in relation a timely manner following quarter end in order to its own affiliates and allow the Subadviser to affiliated persons identified to it by resolve the Adviserissue within the 30-day cure period under the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the shares of the CorporationTrust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser in writing expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser agrees: (a) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the course of this Subadvisory Agreement, is appropriate given the nature of its business, and (b) from time to time and upon reasonable request, to supply evidence of such coverage to the Adviser. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Subadvisory Agreement. The Subadviser shall not be responsible for the other expenses of a Portfolio, including, without limitation, fees of a Portfolio's independent public accountants, transfer agent, custodian and other service providers who are not employees of the Subadviser; brokerage commissions and other transaction-related expenses; tax-reporting; taxes levied against a Portfolio or any of its property; and interest expenses of a Portfolio. The Subadviser also represents and warrants that in furnishing services hereunder, the Subadviser will not consult with any other subadviser of the Portfolio(s) or other series of the Trust, to the extent any other subadvisers are engaged by the Adviser, or any other subadvisers to other investment companies that are under common control with the Trust, concerning transactions of the Portfolio(s) in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of rule 12d3-1 under the Act. In rendering the services required under this Subadvisory Agreement, the Subadviser may, consistent with applicable law and regulations, from time to time, employ, delegate, engage, or associate with such affiliated or unaffiliated entities or persons as it believes necessary to assist it in carrying out its obligations under this Subadvisory Agreement; provided, however, that, in the case of any such delegation that involves any such entities or persons serving as an "investment adviser" to the Portfolio(s) within the meaning of the Act, such delegation must meet the requirements of Section 15(a) of the Act and related guidance of, or exemptive orders from, the Securities and Exchange Commission and its staff. The Subadviser shall remain liable for the performance of the Subadviser's obligations hereunder and for the acts and omission of such other persons or entities. The Subadviser will assist the Portfolios and its agents in determining whether prices obtained by the applicable Portfolio(s) and its agents for valuation purposes accurately reflect the prices on the Subadviser's portfolio records relating to the assets of the Portfolio for which the Subadviser has responsibility at such times as the Adviser shall reasonably request; provided, however, that the parties acknowledge that the Subadviser is not the pricing or fund accounting agent for the Portfolio(s). The Adviser acknowledges that the Subadviser and its delegates do not hold client money and/or custody assets. The Adviser acknowledges that the Subadviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Portfolio(s) or that a Portfolio will perform comparably with any standard or index, including other clients of the Subadviser, whether public or private. The Subadviser shall not be deemed to have breached this Agreement or any investment restrictions or policies applicable to a Portfolio in connection with fluctuations arising from market movements and other events outside the control of the Subadviser.
Appears in 2 contracts
Samples: Subadvisory Agreement (Sunamerica Series Trust), Subadvisory Agreement (Sunamerica Series Trust)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement Agreements with the CorporationTrusts. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine determine, in its discretion, discretion and subject to the oversight and review of the Adviser, the securities and other investments to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation is Trusts are required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trusts concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trusts and in compliance with such policies as the Directors Trustees of the Corporation Trusts may from time to time establish and communicate to the Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Portfolio Portfolio(s) set forth in the Corporation's Trusts’ current prospectus and statement of additional information as provided to the Subadviser, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets allocated to it of each Portfolio of the Portfolios set forth in Schedule A will at all times be operated and managed (1) in compliance with all applicable federal and state laws governing its operations and investments. Without limiting ; (2) so as not to jeopardize either the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management treatment of the portion of variable annuity contracts which offer the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated Portfolio(s) (the “Contracts”) as a "regulated investment company" under subchapter M, chapter 1 annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "“Code"”), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and (23) to minimize any taxes and/or penalties payable by the Trusts or such Portfolio. Without limiting the foregoing, and subject to Section 9(c) hereof, the Subadviser represents and warrants to the Adviser that all of, or to the extent applicable the portion of, the assets which it manages of the Portfolio(s) set forth in Schedule A will at all times be operated and managed in compliance with (a) all applicable federal and state laws, including securities, commodities and banking laws, governing its operations and investments; (b) applicable provisions of Subchapter M, chapter 1 of the Code (“Subchapter M”) for each Portfolio to be treated as a “regulated investment company” under Subchapter M; (c) the diversification requirements specified in the Internal Revenue Service’s regulations under Section 817(h) of the Code so as not to jeopardize the treatment of the variable annuity contracts that offer the Portfolios as annuity contracts for purposes of the Code; (d) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code; (e) the provisions of the 1940 Act and rules adopted thereunder that relate thereunder; (f) the objectives, policies, restrictions and limitations for the Portfolios as set forth in the Portfolios’ current prospectus and statement of additional information as most recently provided by the Adviser to the investment Subadviser; and (g) the policies and procedures as adopted by the Trusts, as most recently provided by the Adviser to the Subadviser. The Subadviser shall furnish information to the Adviser, as requested, for purposes of Portfolio compliance with the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser also represents and warrants that in furnishing services hereunder, the the Subadviser will not consult with any other subadviser of the Portfolios or other series of the Trusts, to the extent any other subadvisers are engaged by the Adviser, or any other subadvisers to other investments companies that are under common control with the Trusts, concerning transactions of the Portfolios in securities or other assets, including depositing those assets in custody other than for purposes of complying with institutions designated by the Corporation; conditions of paragraphs (a) and (b) federal and state securities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) and (e) of rule 12d3-1 under the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the Adviser. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the CorporationTrusts, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "“1933 Act"”) and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 2 contracts
Samples: Subadvisory Agreement (Seasons Series Trust), Subadvisory Agreement (Sunamerica Series Trust)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the Corporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion, and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation is required to maintain, and will render regular reports to the Adviser and to officers and Directors of the Corporation concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors of the Corporation and in compliance with such policies as the Directors of the Corporation may from time to time establish and communicate to Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Portfolio set forth in the Corporation's current Corporation'scurrent prospectus and statement of additional information as provided to Subadviser, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A managed by it will at all times be operated and managed in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c9(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management of the portion of the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the Corporation; and (b) applicable federal and state securities and commodities laws applicable (other than state securities laws relating to Subadviser's portfolio management responsibilitiesthe amount of Portfolio shares that may be sold in a particular state); provided that for purposes of Section 17(a), (d) and (e) of the Act), the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the Adviser. The Subadviser further represents and warrants that only with respect to the extent any statements or omissions made in any Registration Statement for shares of the Corporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 2 contracts
Samples: Subadvisory Agreement (Sunamerica Equity Funds), Subadvisory Agreement (Sunamerica Equity Funds)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the CorporationTrust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine determine, in its discretion, discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate to Subadviserestablish, and in compliance with (a) the objectives, policies, and limitations for the Portfolio Portfolio(s) set forth in the CorporationTrust's current prospectus and statement of additional information as provided to Subadviserinformation, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets allocated to it of each Portfolio of the Portfolios set forth in Schedule A will at all times be operated and managed (1) in compliance with all applicable federal and state laws governing its operations and investments. Without limiting ; and (2) so as not to jeopardize either the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management treatment of the portion of the assets of a Portfolio will be designed to achieve qualification Seasons variable annuity contracts issued by each Portfolio to be treated Variable Annuity Account Five (File No. 33-08859; hereinafter "Contracts") as a "regulated investment company" under subchapter M, chapter 1 annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "Code"), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold. Without limiting the foregoing, the Subadviser represents and warrants (1) qualification, election and maintenance of such election by each Portfolio to be treated as a "regulated investment company" under Subchapter M, chapter 1 of the Code, and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the Corporationthereunder; and (b) the diversification requirements specified in the Internal Revenue Service's regulations under Section 817(h) of the Code; (c) applicable state insurance laws; (d) applicable federal and state securities securities, commodities and commodities laws applicable to Subadviser's portfolio management responsibilitiesbanking laws; provided that for purposes of Section 17(a), (d) and (e) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the AdviserCode. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the CorporationTrust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the 1940 Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 2 contracts
Samples: Subadvisory Agreement (Seasons Series Trust), Subadvisory Agreement (Seasons Series Trust)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the CorporationTrust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion, discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate as delivered in writing to the Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Portfolio Portfolio(s) set forth in the CorporationTrust's current prospectus and statement of additional information as provided delivered to the Subadviser, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any will operate and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A (1) in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management of the portion Portfolio and investments; and (2) so as not to jeopardize either the treatment of the assets of a Portfolio will be designed to achieve qualification SunAmerica Series Trust variable annuity contracts issued by each Portfolio to be treated Variable Separate Account and FS Variable Separate Account (File Nos. 33-47473 and 33-85014, respectively; hereinafter "Contracts") as a "regulated investment company" under subchapter M, chapter 1 annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "Code"). Without limiting the foregoing, and (2) the Subadviser agrees to manage the Portfolio in compliance with (a) the provisions of the Act and rules adopted thereunder that relate to thereunder; (b) the investment diversification requirements specified in the Internal Revenue Service's regulations under Section 817(h) of Portfolio assets, including depositing those assets in custody with institutions designated by the CorporationCode; (c) applicable state insurance laws; and (bd) applicable federal and state securities securities, commodities and commodities laws applicable to Subadviser's portfolio management responsibilitiesbanking laws; provided that for Adviser shall provide Subadviser with written direction as to the requirements of applicable state insurance laws and applicable federal and state banking laws. For purposes of Section 17(a)the preceding sentence, (d) disclosure in the Trust's prospectus and/or statement of additional information of applicable state insurance laws and (e) of regulations and applicable federal and state banking laws and regulations shall constitute "written direction" thereof. The Adviser acknowledges and agrees that the ActSubadviser's compliance with its obligations under this Agreement will be based, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it part, on information supplied by the Adviser, or an agent thereof, as to each Portfolio, including but not limited to, portfolio security lot level realized and unrealized gain/loss allocation. The Adviser agrees that all such information will be supplied on a timely basis. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the CorporationTrust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. The Subadviser shall not have any responsibility for the administrative affairs of the Portfolio, including any responsibility for the calculation of the net asset value of the Portfolio's shares or shareholder accounting services; provided, however, that the Subadviser shall, as requested from time to time by the Adviser, assist the Adviser in obtaining pricing information relating to the Portfolio's investment securities.
Appears in 2 contracts
Samples: Subadvisory Agreement (Sunamerica Series Trust), Subadvisory Agreement (Sunamerica Series Trust)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the Corporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion, discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation is required to maintain, and will render regular reports to the Adviser and to officers and Directors of the Corporation concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors of the Corporation and in compliance with such policies as the Directors of the Corporation may from time to time establish and communicate to Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Portfolio set forth in the Corporation's current prospectus and statement of additional information as provided to Subadviser, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A managed by it will at all times be operated and managed in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c9(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management of the portion of the assets of a Portfolio managed by it will be designed to achieve qualification by each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the Corporation; and (b) applicable federal and state securities and commodities laws applicable (other than state securities laws relating to Subadviser's portfolio management responsibilitiesthe amount of Portfolio shares that may be sold in a particular state); provided that for purposes of Section 17(a), (d) and (e) of the Act), the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the AdviserAdviser and its own affiliates. The Subadviser further represents and warrants that only with respect to the extent any statements or omissions made in any Registration Statement for shares of the Corporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 2 contracts
Samples: Subadvisory Agreement (Style Select Series Inc), Subadvisory Agreement (Style Select Series Inc)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the Corporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion, discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or of the Corporation is required to maintain, and will render regular reports to the Adviser and to officers and Directors of the Corporation concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors of the Corporation and in compliance with such policies as the Directors of the Corporation may from time to time establish and communicate to Subadviserestablish, and in compliance with (a) the objectives, policies, policies and limitations for the Portfolio set forth in the Corporation's current prospectus and statement of additional information as provided to Subadviserinformation, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets which it manages of each the Portfolio set forth in Schedule A will at all times be operated and managed in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereofforegoing, the Subadviser represents and warrants (1) that the Subadviser's management qualification, election and maintenance of the portion of the assets of a Portfolio will be designed to achieve qualification such election by each Portfolio to be treated as a "regulated investment company" under subchapter Subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assetsthereunder; (b) applicable federal and state securities, including depositing those assets in custody with institutions designated by the Corporationcommodities and banking laws; and (bc) federal and state securities and commodities laws applicable the distribution requirements necessary to Subadviser's portfolio management responsibilities; provided that for purposes avoid payment of any excise tax pursuant to Section 17(a), (d) and (e) 4982 of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the AdviserCode. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for shares of the Corporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 1933, as amended, and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 2 contracts
Samples: Subadvisory Agreement (Style Select Series Inc), Subadvisory Agreement (Style Select Series Inc)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the CorporationTrust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached heretoPortfolio. The Subadviser will determine determine, in its discretion, discretion and subject to the oversight and review of the Adviser, the securities and other investments to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilitiesresponsibilities as may be reasonably requested from time to time. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate to Subadviserestablish, and in compliance with (a) the objectives, policies, restrictions and limitations for the Portfolio Portfolio(s) as set forth in the CorporationTrust's current prospectus and statement of additional information as provided to Subadviser, information; and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of that, in performing its responsibilities hereunder, each Portfolio set forth in Schedule A will at all times be operated and managed (a) in compliance with all applicable federal and state laws laws, including securities, commodities and banking laws, governing its operations and investments. Without limiting ; (b) so as not to jeopardize either the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management treatment of the portion of variable annuity contracts which offer the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated Portfolio(s) (the "Contracts") as a "regulated investment company" under subchapter M, chapter 1 annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "Code"), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and (2c) to minimize any taxes and/or penalties payable by the Trust or the Portfolio(s). Without limiting the foregoing, the Subadviser represents and warrants that it will manage each Portfolio in compliance with (a) the applicable provisions of Subchapter M, chapter 1 of the Code ("Subchapter M") for each Portfolio to be treated as a "regulated investment company" under Subchapter M; (b) the diversification requirements specified in the Internal Revenue Service's regulations under Section 817(h) of the Code; (c) the provisions of the Act and rules adopted thereunder that relate thereunder; (d) applicable state insurance laws as communicated by Adviser to Subadviser in writing; (e) the objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in the Trust's current prospectus and statement of additional information as most recently provided by the Adviser to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the CorporationSubadviser; and (bf) federal the polices and state securities and commodities laws applicable procedures as adopted by the Trustees of the Trust as most recently provided by the Adviser to the Subadviser's portfolio management responsibilities; provided that . The Subadviser shall furnish information to the Adviser, as requested, for purposes of compliance with the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 17(a), (d) and (e) 4982 of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the AdviserCode. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the CorporationTrust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser agrees: (a) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the course of this Agreement, is appropriate given the nature of its business, and (b) from time to time and upon reasonable request, to supply evidence of such coverage to the Adviser. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 2 contracts
Samples: Subadvisory Agreement (Seasons Series Trust), Subadvisory Agreement (Seasons Series Trust)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment the Advisory and Management Agreement with the CorporationAgreement. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached heretoPortfolio. The Subadviser will determine determine, in its discretion, discretion and subject to the oversight and review of the Adviser, the securities and other investments or instruments to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate establish, as provided in writing to Subadviserthe Subadviser from time to time, and in compliance with (a) the objectives, policies, restrictions and limitations for the Portfolio Portfolio(s) as set forth in the Corporation's Trust’s current prospectus and statement of additional information information, as provided by the Adviser to the Subadviser, ; and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A Portfolio(s) at all times (a) in compliance with all applicable federal and state laws laws, including securities, commodities and banking laws, governing its operations and investments. Without limiting ; (b) the foregoing provisions of the Act and subject to Section 11(crules adopted thereunder; (c) hereofthe objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in the Trust’s current prospectus and statement of additional information (together, the “Registration Statement”) as most recently provided by the Adviser to the Subadviser; and (d) the policies and procedures as adopted by the Trustees of the Trust provided in writing to the Subadviser. The Subadviser further represents and warrants (1) to the Adviser that the Subadviser's management of the portion of the assets of a Portfolio it will be designed to achieve qualification by manage each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 in compliance with Section 851(b)(2) and (3) of Subchapter M of the Internal Revenue Code of 1986, as amended (the "“Code"), ”) and (2Section 817(h) compliance with (a) the provisions of Subchapter L of the Act and rules adopted thereunder that relate Code, solely with respect to the investment assets of Portfolio assets, including depositing those assets in custody with institutions designated the Portfolio(s) which are under its management and based on information provided by the Corporation; and (b) federal and state securities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) and (e) custodian of the ActPortfolio(s). Furthermore, the Adviser will work in conjunction with the Subadviser shall effect compliance only to undertake any corrective action that may be required as advised by a Portfolio’s tax advisor in relation a timely manner following quarter end in order to its own affiliates and allow the Subadviser to affiliated persons identified to it by resolve the Adviserissue within the 30-day cure period under the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the shares of the CorporationTrust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser in writing expressly for use therein, such Registration Statement and any amendments or supplements thereto (solely with respect to such information) will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "“1933 Act"”) and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser agrees: (a) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the course of this Subadvisory Agreement, is appropriate given the nature of its business, and (b) from time to time and upon reasonable request, to supply evidence of such coverage to the Adviser. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Subadvisory Agreement. The Subadviser shall not be responsible for the other expenses of a Portfolio, including, without limitation, fees of a Portfolio’s independent public accountants, transfer agent, custodian and other service providers who are not employees of the Subadviser; brokerage commissions and other transaction-related expenses; tax-reporting; taxes levied against a Portfolio or any of its property; and interest expenses of a Portfolio. The Subadviser also represents and warrants that in furnishing services hereunder, the Subadviser will not consult with any other subadviser of the Portfolio(s) or other series of the Trust, to the extent any other subadvisers are engaged by the Adviser, or any other subadvisers to other investment companies that are under common control with the Trust, concerning transactions of the Portfolio(s) in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of rule 12d3-1 under the Act. The Subadviser’s duties and responsibilities under this Agreement are limited to the portion of the assets of the Portfolio(s) allocated to it by the Adviser for investment and reinvestment. All references to the Portfolio(s) throughout this Agreement refer to the portion of assets of the Portfolio(s) allocated to the Subadviser by the Adviser for investment and reinvestment. The Adviser hereby acknowledges that the Subadviser gives no representation or warranty, express or implied, as to the performance or investment results of the Portfolio(s) or any part thereof. In rendering the services required under this Agreement, the Subadviser may, consistent with applicable law and regulations, from time to time, employ, delegate, engage, or associate with such affiliated or unaffiliated entities or persons as it believes necessary to assist it in carrying out its obligations under this Agreement; provided, however, that, in the case of any such delegation that involves any such entities or persons serving as an “investment adviser” to the Portfolio(s) within the meaning of the Act, such delegation must meet the requirements of Section 15(a) of the Act and related guidance of, or exemptive orders from, the Securities and Exchange Commission and its staff. The Subadviser shall remain liable for the performance of the Subadviser’s obligations hereunder and for the acts and omission of such other persons or entities. The Adviser acknowledges that the Subadviser and its delegates do not hold client money and/or custody assets.
Appears in 2 contracts
Samples: Subadvisory Agreement (Sunamerica Series Trust), Subadvisory Agreement (Sunamerica Series Trust)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment the Advisory and Management Agreement with the CorporationAgreement. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached heretoPortfolio. The Subadviser will determine determine, in its discretion, discretion and subject to the oversight and review of the Adviser, the securities and other investments or instruments to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate establish, as provided in writing to Subadviserthe Subadviser from time to time, and in compliance with (a) the objectives, policies, restrictions and limitations for the Portfolio Portfolio(s) as set forth in the Corporation's Trust’s current prospectus and statement of additional information information, as provided by the Adviser to the Subadviser, ; and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A at all times (a) in compliance with all applicable federal and state laws laws, including securities, commodities and banking laws, governing its operations and investments. Without limiting ; (b) the foregoing provisions of the Act and subject to Section 11(crules adopted thereunder; (c) hereofthe objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in the Trust’s current prospectus and statement of additional information (together, the “Registration Statement”) as most recently provided by the Adviser to the Subadviser; and (d) the policies and procedures as adopted by the Trustees of the Trust provided in writing to the Subadviser. The Subadviser further represents and warrants (1) to the Adviser that the Subadviser's management of the portion of the assets of a Portfolio it will be designed to achieve qualification by manage each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 in compliance with Section 851(b)(2) and (3) of Subchapter M of the Internal Revenue Code of 1986, as amended (the "“Code"), ”) and (2Section 817(h) compliance with (a) the provisions of Subchapter L of the Act and rules adopted thereunder that relate Code, solely with respect to the investment assets of the Portfolio assets, including depositing those assets in custody with institutions designated which are under its management and based on information provided by the Corporation; and (b) federal and state securities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) and (e) of the ActPortfolio’s custodian. Furthermore, the Adviser will work in conjunction with the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it undertake any corrective action that may be required as advised by the AdviserPortfolio’s tax advisor in a timely manner following quarter end in order to allow the Subadviser to resolve the issue within the 30- day cure period under the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the shares of the CorporationTrust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser in writing expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "“1933 Act"”) and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser agrees: (a) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the course of this Subadvisory Agreement, is appropriate given the nature of its business, and (b) from time to time and upon reasonable request, to supply evidence of such coverage to the Adviser. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Subadvisory Agreement. The Subadviser shall not be responsible for the other expenses of a Portfolio, including, without limitation, fees of the Portfolio’s independent public accountants, transfer agent, custodian and other service providers who are not employees of the Subadviser; brokerage commissions and other transaction-related expenses; tax-reporting; taxes levied against the Portfolio or any of its property; and interest expenses of the Portfolio. The Subadviser also represents and warrants that in furnishing services hereunder, the Subadviser will not consult with any other subadviser of the Portfolio(s) or other series of the Trust, to the extent any other subadvisers are engaged by the Adviser, or any other subadvisers to other investment companies that are under common control with the Trust, concerning transactions of the Portfolio(s) in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of rule 12d3-1 under the Act. The Adviser acknowledges that the Subadviser and its delegates do not hold client money and/or custody assets.
Appears in 2 contracts
Samples: Subadvisory Agreement (Sunamerica Series Trust), Subadvisory Agreement (Sunamerica Series Trust)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment the Advisory and Management Agreement with the CorporationTrust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine determine, in its discretion, discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate to Subadviserestablish, and in compliance with (a) the objectives, policies, and limitations for the Portfolio Portfolio(s) set forth in the CorporationTrust's current prospectus and statement of additional information as provided to Subadviserinformation, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder manage the portion of the assets of a Portfolio allocated to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, it as if it was a separate operating portfolio and the Adviser acknowledges provisions, representations and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, warranties of this Section 1 of the Subadviser agrees that it Subadvisory Agreement shall provide apply only the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested portion of assets of a Portfolio managed by the AdviserSubadviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets allocated to it of each Portfolio set forth in Schedule A will at all times be operated and managed (a) in compliance with all applicable federal and state laws laws, including securities, commodities and banking laws, governing its operations and investments. Without limiting ; (b) so as not to jeopardize either the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management treatment of the portion of variable annuity contracts which offer the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated Portfolio(s) (the "Contracts") as a "regulated investment company" under subchapter M, chapter 1 annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "Code"), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and (2c) to minimize any taxes and/or penalties payable by the Trust or the Portfolio(s). Without limiting the foregoing, the Subadviser represents and warrants that it will manage the portion of assets allocated to it of each Portfolio in compliance with (a) the diversification requirements specified in the Internal Revenue Services's regulations under Section 817(h) of the Code; (b) the provisions of the 1940 Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the Corporationthereunder; and (bc) federal and applicable state securities and commodities laws applicable to Subadviser's portfolio management responsibilitiesinsurance laws; provided that for purposes of Section 17(a), (d) the objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in the Trust's current prospectus and statement of additional information as most recently provided by the Adviser to the Subadviser; and (e) the policies and procedures as adopted by the Trustees of the ActTrust. The Adviser agrees that it, and not the Subadviser, shall be solely responsible for insuring that each Portfolio set forth in Schedule A managed by the Subadviser (i) qualifies as a "regulated investment company" under Subchapter M, chapter 1 of the Code; and (ii) complies with any limits in its current prospectus or statement of additional information concerning concentration of investments or the amount of assets that may be invested by the Portfolio in any one or more securities. Should the Adviser determine that the Portfolio is not in compliance with Subchapter M, chapter 1 of the Code, the Subadviser agrees to follow instructions of the Adviser to remedy such non-compliance. The Subadviser shall effect compliance only in relation furnish information to its own affiliates and to affiliated persons identified to it by the Adviser, as requested, for purposes of compliance with the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the CorporationTrust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 the"1933 Act") and the 1940 Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment agrees: (a) to maintain a level of errors and agreesomissions or professional liability insurance coverage that, at all times during the course of this Agreement, is appropriate given the nature of its own expensebusiness, and (b) from time to time and upon reasonable request, to render supply evidence of such coverage to the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this AgreementAdviser.
Appears in 2 contracts
Samples: Subadvisory Agreement (Seasons Series Trust), Subadvisory Agreement (Seasons Series Trust)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the CorporationTrust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached heretoPortfolio. The Subadviser will determine determine, in its discretion, discretion and subject to the oversight and review of the Adviser, the securities and other investments to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilitiesresponsibilities as may be reasonably requested from time to time. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate to Subadviserestablish, and in compliance with (a) the objectives, policies, restrictions and limitations for the Portfolio Portfolio(s) as set forth in the Corporation's Trust’s current prospectus and statement of additional information as provided to Subadviser, information; and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of that, in performing its responsibilities hereunder, each Portfolio set forth in Schedule A will at all times be operated and managed (a) in compliance with all applicable federal and state laws laws, including securities, commodities and banking laws, governing its operations and investments. Without limiting ; (b) so as not to jeopardize either the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management treatment of the portion of variable annuity contracts which offer the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated Portfolio(s) (the “Contracts”) as a "regulated investment company" under subchapter M, chapter 1 annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "“Code"”), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and (2c) to minimize any taxes and/or penalties payable by the Trust or the Portfolio(s). Without limiting the foregoing, the Subadviser represents and warrants that it will manage each Portfolio in compliance with (a) the applicable provisions of Subchapter M, chapter 1 of the Code (“Subchapter M”) for each Portfolio to be treated as a “regulated investment company” under Subchapter M; (b) the diversification requirements specified in the Internal Revenue Service’s regulations under Section 817(h) of the Code; (c) the provisions of the Act and rules adopted thereunder that relate thereunder; (d) applicable state insurance laws as communicated by Adviser to Subadviser in writing; (e) the objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in the Trust’s current prospectus and statement of additional information as most recently provided by the Adviser to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the CorporationSubadviser; and (bf) federal the polices and state securities and commodities laws applicable procedures as adopted by the Trustees of the Trust as most recently provided by the Adviser to the Subadviser's portfolio management responsibilities; provided that . The Subadviser shall furnish information to the Adviser, as requested, for purposes of compliance with the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 17(a), (d) and (e) 4982 of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the AdviserCode. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the CorporationTrust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "“1933 Act"”) and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser agrees: (a) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the course of this Agreement, is appropriate given the nature of its business, and (b) from time to time and upon reasonable request, to supply evidence of such coverage to the Adviser. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. Adviser acknowledges that Subadviser shall have no responsibility to vote proxies with respect to companies whose securities are held in that portion of the Portfolio(s) allocated to it by Adviser. Subadviser shall not be responsible for pursuing rights, including class action settlements, relating to the purchase, sale, or holding of securities by the Portfolio(s); provided, however, that Subadviser shall provide notice to Adviser of any such potential claim of which it becomes aware and reasonably cooperate with Adviser in any possible proceeding. In rendering the services required under this Agreement, Subadviser may, consistent with applicable law and regulations, from time to time, employ, delegate, or associate with itself such affiliated or unaffiliated person or persons as it believes necessary to assist it in carrying out its obligations under this Agreement; provided, however, that in each such instance Subadviser shall provide prior written notice to Adviser. Subadviser represents that any party to whom it delegates authority with respect to the services to be provided under this Agreement shall be bound by a duty of confidentiality to the Subadviser that is no less restrictive than the duties required of the Subadviser under this Agreement. The power to delegate duties under this Agreement shall not relieve the Subadviser of any liability for such delegate’s acts, that if done by the Subadviser, would result in liability to the Subadviser. Subadviser does not warrant that the portion of the assets of the Portfolio(s) managed by Subadviser will achieve any particular rate of return or that its performance will match that of any benchmark index or other standard or objective. Adviser has delivered or will deliver to Subadviser current copies of the Trust’s Prospectus and Statement of Additional Information, and all applicable supplements thereof, and will promptly deliver to Subadviser all future amendments and supplements, if any. Adviser will provide Subadviser access to a list of the affiliates of Adviser or the Portfolio(s) to which investment restrictions apply, which list will specifically identify (a) all companies in which the Portfolio(s) may not invest, together with ticker symbols and/or CUSIP numbers for all such companies, and (b) any affiliated brokers and any restrictions that apply to the use of those brokers by the Portfolio(s). Adviser will notify Subadviser any time a change to such list is made. The Subadviser also represents and warrants that in furnishing services hereunder, the Subadviser will not consult with any other subadviser of the Portfolios or other series of the Trust, to the extent any other subadvisers are engaged by the Adviser, or any other subadvisers to other investments companies that are under common control with the Trust, concerning transactions of the Portfolios in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of rule 12d3-1 under the Act.
Appears in 2 contracts
Samples: Subadvisory Agreement (Sunamerica Series Trust), Subadvisory Agreement (Sunamerica Series Trust)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment the Advisory and Management Agreement with the CorporationTrust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine determine, in its discretion, discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate to Subadviserestablish, and in compliance with (a) the objectives, policies, and limitations for the Portfolio Portfolio(s) set forth in the CorporationTrust's current prospectus and statement of additional information as provided to Subadviserinformation, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder manage the portion of the assets of a Portfolio allocated to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, it as if it was a separate operating portfolio and the Adviser acknowledges provisions, representations and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, warranties of this Section 1 of the Subadviser agrees that it Subadvisory Agreement shall provide apply only the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested portion of assets of a Portfolio managed by the AdviserSubadviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets allocated to it of each Portfolio set forth in Schedule A will at all times be operated and managed (a) in compliance with all applicable federal and state laws laws, including securities, commodities and banking laws, governing its operations and investments. Without limiting ; (b) so as not to jeopardize either the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management treatment of the portion of variable annuity contracts which offer the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated Portfolio(s) (the "Contracts") as a "regulated investment company" under subchapter M, chapter 1 annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "Code"), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and (2c) to minimize any taxes and/or penalties payable by the Trust or the Portfolio(s). Without limiting the foregoing, the Subadviser represents and warrants that it will manage the portion of assets allocated to it of each Portfolio in compliance with (a) the diversification requirements specified in the Internal Revenue Services's regulations under Section 817(h) of the Code; (b) the provisions of the 1940 Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the Corporationthereunder; and (bc) federal and applicable state securities and commodities laws applicable to Subadviser's portfolio management responsibilitiesinsurance laws; provided that for purposes of Section 17(a), (d) the objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in the Trust's current prospectus and statement of additional information as most recently provided by the Adviser to the Subadviser; and (e) the policies and procedures as adopted by the Trustees of the ActTrust. The Adviser agrees that it, and not the Subadviser, shall be solely responsible for insuring that each Portfolio set forth in Schedule A managed by the Subadviser (i) qualifies as a "regulated investment company" under Subchapter M, chapter 1 of the Code; and (ii) complies with any limits in its current prospectus or statement of additional information concerning concentration of investments or the amount of assets that may be invested by the Portfolio in any one or more securities. Should the Adviser determine that the Portfolio is not in compliance with Subchapter M, chapter 1 of the Code, the Subadviser agrees to follow instructions of the Adviser to remedy such non-compliance. The Subadviser shall effect compliance only in relation furnish information to its own affiliates and to affiliated persons identified to it by the Adviser, as requested, for purposes of compliance with the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the CorporationTrust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the 1940 Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser agrees: (a) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the course of this Agreement, is appropriate given the nature of its business, and (b) from time to time and upon reasonable request, to supply evidence of such coverage to the Adviser. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 2 contracts
Samples: Subadvisory Agreement (Seasons Series Trust), Subadvisory Agreement (Seasons Series Trust)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the CorporationTrust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached heretoPortfolio. The Subadviser will determine determine, in its discretion, discretion and subject to the oversight and review of the Adviser, the securities and other investments to be purchased or sold. As reasonably requested, the Subadviser will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilities. The Subadviser, as agent and attorney-in-fact of the Trust, may, when it deems appropriate and without prior consultation with the Adviser, (a) buy, sell, exchange, convert and otherwise trade in any stocks, bonds and other securities including money market instruments, whether the issuer is organized in the United States or outside the United States, (b) place orders for the execution of such securities transactions with or through such brokers, dealers or issuers as the Subadviser may select and (c) purchase, sell, exchange or convert foreign currency in the spot or forward markets as necessary to facilitate transactions in international securities for the Portfolio(s). In addition, the custodian shall provide the Subadviser with daily reports regarding the cash levels in the Portfolio. The Subadviser shall discharge the foregoing responsibilities subject to the control review and oversight of the officers and the Directors Trustees of the Corporation Trust and, using its best efforts and provided it has had sufficient opportunity to act, in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate to Subadviserestablish, and in compliance with (a) the objectives, policies, restrictions and limitations for the Portfolio Portfolio(s) as set forth in the CorporationTrust's current prospectus and statement of additional information as provided to Subadviser, information; and (b) applicable laws and regulations. In performing its obligations under this Agreement, the Subadviser may rely upon information provided to it by the Portfolio(s) or on behalf of the Portfolio(s), the Adviser, the Portfolio(s)' custodian(s) or other agent and will not independently verify the accuracy or completeness of such information. The Subadviser (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) shall have no powernot be liable for any loss, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim damages related to such reliance. The Adviser agrees to provide the Subadviser with such assistance as may be reasonably requested by the Subadviser in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolioconnection with its activities under this Agreement, including, without limitation, to file proofs of claim or other documents related to such proceedings (information concerning the "Litigation"Portfolio(s), its funds available, or to investigatebecome available, initiatefor investment and generally as to the conditions of the Portfolio(s) or the Portfolio(s)' affairs. In addition, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, will provide the Subadviser agrees that it shall provide the Adviser with any and all documentation such materials or information relating regarding the Portfolio(s) that the Subadviser may reasonably request to the Litigation as extent they may reasonably be requested by materially affect the Adviserduties of the Subadviser. The Subadviser represents and warrants to the Adviser that it will shall use its best efforts to manage the portion of the assets of each Portfolio set forth in Schedule A (a) in compliance with all applicable federal and state laws laws, including securities, commodities and banking laws, governing its operations and investments. Without limiting ; (b) so as not to jeopardize either the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management treatment of the portion of variable annuity contracts which offer the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated Portfolio(s) (the "Contracts") as a "regulated investment company" under subchapter M, chapter 1 annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "Code"), ; and (2c) to minimize any penalties payable by the Trust or the Portfolio(s). Without limiting the foregoing, the Subadviser represents and warrants that it shall use its best efforts to manage each Portfolio in compliance with (a) the applicable provisions of Subchapter M, chapter 1 of the Code ("Subchapter M") for each Portfolio to be treated as a "regulated investment company" under Subchapter M; (b) the diversification requirements specified in the Internal Revenue Service's regulations under Section 817(h) of the Code; (c) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the Corporationthereunder; and (b) federal and state securities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) the objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in the Trust's current prospectus and statement of additional information as most recently provided by the Adviser to the Subadviser; and (e) the policies and procedures as adopted by the Trustees of the ActTrust, provided the Subadviser has had sufficient opportunity to implement such policies and procedures. The Subadviser shall furnish information to the Adviser, as requested, for purposes of compliance with the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Adviser will provide the Subadviser with advance notice of any change in the Portfolio(s)' investment objectives, policies and restrictions as stated in the prospectus or in any procedures and policies adopted by the Trustees of the Trust and/or the Adviser, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage each Portfolio's investments in compliance with such changes, provided the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser and has had sufficient opportunity to implement such changes. In addition to such notice, the Adviser shall provide to the Subadviser a copy of a modified Prospectus reflecting such changes provided that such Prospectus was so modified. The Subadviser shall effect compliance only in relation provide reasonable assistance [which would include a recommended price followed by a written rationale] to its own affiliates the Adviser regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for purposes of the 1940 Act and for which market quotations are not readily available, provided, however, that the parties acknowledge that the Subadviser is not the fund accounting agent for the Portfolio(s) and is not responsible for pricing determinations or calculations and any information provided pursuant to affiliated persons identified to it this provision by the AdviserSubadviser will be provided for information purposes only. The Subadviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Portfolio(s), whether on a relative or absolute basis. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the CorporationTrust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser agrees: (a) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the course of this Agreement, is appropriate given the nature of its business, and (b) from time to time and upon reasonable request, make representations to the Adviser as to the status and amount of such coverage. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 2 contracts
Samples: Subadvisory Agreement (Sunamerica Series Trust), Subadvisory Agreement (Sunamerica Series Trust)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the [Corporation/Trust]. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion, and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation [Corporation/Trust] is required to maintain, and will render regular reports to the Adviser and to officers and Directors Directors/Trustees of the Corporation [Corporation/Trust] concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Directors/Trustees of the Corporation [Corporation/Trust] and in compliance with such policies as the Directors Directors/Trustees of the Corporation [Corporation/Trust] may from time to time establish and communicate to Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Portfolio set forth in the [Corporation/Trust]'s current prospectus and statement of additional information as provided to Subadviser, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management of the portion of the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the [Corporation/Trust]; and (b) federal and state securities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) and (e) of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the Adviser. The Subadviser further represents and warrants that to the extent any statements or omissions made in any Registration Statement for shares of the [Corporation/Trust], or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 1 contract
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement In accordance with the Corporation. Pursuant to this Subadvisory Agreement and subject to the oversight Investment Advisory Agreement between the Portfolio and review of Diversified, attached hereto as Schedule A (the Adviser"Advisory Agreement"), Diversified hereby appoints the Subadviser will manage to perform the portfolio management services described herein for the investment and reinvestment of a such amount of the Portfolio's assets as is determined from time to time by the Portfolio's Board of Trustees, subject to the control and direction of Diversified and the Portfolio's Board of Trustees, for the period and on the terms hereinafter set forth. The Subadviser shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the Portfolio's assets. The Subadviser shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the assets of each the Portfolio listed on Schedule A attached heretoshall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's then-current Prospectus and Statement of Additional Information ("SAI"). The Subadviser will determine not supervise the investment of cash. Cash in its discretionthe Fund will be invested by Diversified who shall be solely responsible for the investment of such cash. In particular, the Subadviser shall: (i) continuously review, supervise and subject to administer the oversight and review investment program of the AdviserPortfolio; (ii) monitor regularly the relevant securities for the Portfolio to determine if adjustments are warranted and, if so, to make such adjustments on a periodic basis; (iii) determine, in the Subadviser's discretion, the securities to be purchased or soldsold or exchanged in order to keep the Portfolio in balance with its designated investment strategy; (iv) determine, will in the Subadviser's discretion, whether to exercise warrants or other rights with respect to the Portfolio's securities; (v) determine, in the Subadviser's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the Portfolio; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all assets of the Portfolio on the last day of such month, rates of return, and (c) such other information relating to the Portfolio as the Diversified may reasonably request; (vii) meet at least four times per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the Portfolio; (viii) provide the Adviser Portfolio with records concerning its the Subadviser's activities which the Adviser or the Corporation Portfolio is required to by law maintain, ; and will (ix) render regular reports to the Adviser and to Portfolio's officers and Directors of concerning the Corporation concerning its Subadviser's discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject also make recommendations as to the control manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Portfolio's securities shall be exercised. Should the Board of Trustees of the officers Portfolio at any time, however, make any definite determination as to investment policy and notify the Directors of Subadviser thereof in writing, the Corporation and in compliance with Subadviser shall be bound by such policies as the Directors of the Corporation may from time to time establish and communicate to Subadviser, and in compliance with (a) the objectives, policies, and limitations determination for the Portfolio set forth period, if any, specified in the Corporation's current prospectus and statement of additional information as provided to Subadviser, and (b) applicable laws and regulationssuch notice or until similarly notified that such determination has been revoked. The Subadviser shall have no powertake, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in on behalf of the Portfolio, including, without limitation, all actions which it deems necessary to file proofs of claim or other documents related to such proceedings (implement the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assetsinvestment policies determined as provided above, and in particular to place all orders for the Adviser acknowledges purchase or sale of Portfolio securities for the Portfolio's account with brokers or dealers selected by it, and agrees to that no end the Subadviser is authorized as the agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. In connection with the selection of such power, authority, responsibility brokers or obligation is delegated hereunder. Neverthelessdealers and the placing of such orders, the Subadviser agrees that it shall provide is directed to seek for the Adviser with any Portfolio, in its best judgment, prompt execution in an effective manner at the most favorable price. Subject to this requirement of seeking the most favorable price, securities may be bought from or sold to broker-dealers who have furnished statistical, research and all documentation other information or information relating services to the Litigation as may reasonably be requested by Subadviser or the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and Portfolio, subject to Section 11(c) hereofany applicable laws, the Subadviser represents and warrants (1) that the Subadviser's management of the portion of the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the Corporation; and (b) federal and state securities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) and (e) of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the Adviser. The Subadviser further represents and warrants that to the extent any statements or omissions made in any Registration Statement for shares of the Corporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreementregulations.
Appears in 1 contract
Samples: Investment Subadvisory Agreement (Diversified Investors Portfolios)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the Corporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion, and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation is required to maintain, and will render regular reports to the Adviser and to officers and Directors of the Corporation concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge provide the foregoing responsibilities subject to the control of the officers and the Directors of the Corporation and in compliance Manager with such policies investment advice and supervision as the Directors of the Corporation Manager may from time to time establish and communicate to Subadviser, and in compliance with (a) the objectives, policies, and limitations consider necessary for the Portfolio set forth proper supervision of such portion of each Portfolio's investment assets as the Manager may designate from time to time. Notwithstanding any provision of this Agreement, the Manager shall retain all rights and ultimate responsibilities to supervise and, in its discretion, conduct investment advisory activities relating to the Corporation's current prospectus and statement of additional information as provided to Subadviser, and (b) applicable laws and regulationsTrust. The Subadviser shall have no powerfurnish continuously an investment program and shall determine from time to time what securities shall be purchased, authority, responsibility, sold or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, exchanged and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management of the what portion of the assets of a Portfolio allocated by the Manager to the Subadviser shall be held uninvested, subject always to the restrictions of the Trust's Declaration of Trust, dated December 14, 1995, and By-laws, as each may be amended from time to time (respectively, the "Declaration" and the "By-Laws"), the provisions of the 1940 Act, the then-current Registration Statement of the Trust with respect to that Portfolio, and subject, further, to the Subadviser notifying the Manager in advance of the Subadviser's intention to purchase any securities except insofar as the requirement for such notification may be waived or limited by the Manager, it being understood that the Subadviser shall be responsible for compliance with any restrictions imposed in writing by the Manager from time to time in order to facilitate compliance with the above-mentioned restrictions and such other restrictions as the Manager may determine. Further, the Manager or the Trustees of the Trust may at any time, upon written notice to the Subadviser, suspend or restrict the right of the Subadviser to determine what securities shall be purchased or sold on behalf of a Portfolio and what portion, if any, of the assets of a Portfolio allocated by the Manager to the Subadviser shall be held uninvested. The Subadviser shall also, as requested, make recommendations to the Manager as to the manner in which proxies, voting rights, rights to consent to corporate action and any other rights pertaining to a Portfolio's portfolio securities shall be exercised. Should the Board of Trustees of the Trust or the Manager at any time, however, make any definite determination as to investment policy applicable to a Portfolio and notify the Subadviser thereof in writing, the Subadviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Subadviser shall take, on behalf of each Portfolio, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of securities for each Portfolio's account with the brokers or dealers selected by it, and to that end the Subadviser is authorized as the agent of the Trust to give instructions to the custodian and any subcustodian of a Portfolio as to deliveries of securities and payments of cash for the account of that Portfolio. The Subadviser will advise the Manager on the same day it gives any such instructions. In connection with the selection of such brokers or dealers and the placing of such orders, brokers or dealers may be designed selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to achieve qualification a Portfolio and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser 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. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Trustees of the Trust shall periodically review the commissions paid by each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 determine if the commissions paid over representative periods of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate time were reasonable in relation to the investment benefits to the Portfolio. In making purchases or sales of Portfolio assets, including depositing those assets in custody with institutions designated by securities or other property for the Corporation; and (b) federal and state securities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes account of Section 17(a), (d) and (e) of the Acta Portfolio, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by may deal with itself or with the Adviser. The Subadviser further represents and warrants that Trustees of the Trust or the Trust's underwriter or distributor, to the extent any statements or omissions made in any Registration Statement for shares such actions are permitted by the 1940 Act. The Board of Trustees of the CorporationTrust, in its discretion, may instruct the Subadviser to effect all or any amendment a portion of its securities transactions with one or supplement thereto, are made in reliance upon and in conformity with information furnished more brokers and/or dealers selected by the Subadviser expressly for Board of Trustees, if it determines that the use therein, of such Registration Statement and any amendments or supplements thereto will, when they become effective, conform brokers and/or dealers is in all material respects to the requirements best interest of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this AgreementTrust.
Appears in 1 contract
Samples: Sub Management Agreement (Asset Allocation Portfolios)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the CorporationTrust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio the Funds listed on Schedule A attached hereto. The Subadviser will determine in its discretion, and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate to Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Portfolio Funds set forth in the Corporation's each Funds current prospectus and statement of additional information as provided to Subadviser, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action on behalf of a Fund with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolioa Fund, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio Fund assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management of the portion of the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the Corporation; and (b) federal and state securities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) and (e) of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the Adviser. The Subadviser further represents and warrants that to the extent any statements or omissions made in any Registration Statement for shares of the Corporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 1 contract
Samples: Subadvisory Agreement (SunAmerica Specialty Series)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the CorporationTrust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine determine, in its discretion, discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate to Subadviserestablish, and in compliance with (a) the objectives, policies, and limitations for the Portfolio Portfolio(s) set forth in the CorporationTrust's current prospectus and statement of additional information as provided to Subadviserinformation, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets allocated to it of each Portfolio of the Portfolios set forth in Schedule A will at all times be operated and managed (1) in compliance with all applicable federal and state laws governing its operations and investments. Without limiting ; (2) so as not to jeopardize either the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management treatment of the portion of the assets of a Portfolio will be designed to achieve qualification Seasons variable annuity contracts issued by each Portfolio to be treated Variable Annuity Account Five (File No. 33-08859; hereinafter "Contracts") as a "regulated investment company" under subchapter M, chapter 1 annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "Code"), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and (3) to minimize any taxes and/or penalties payable by the Trust or such Portfolio. Without limiting the foregoing, the Subadviser represents and warrants (1) qualification, election and maintenance of such election by each Portfolio to be treated as a "regulated investment company" under Subchapter M, chapter 1 of the Code, and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the Corporationthereunder; and (b) the diversification requirements specified in the Internal Revenue Service's regulations under Section 817(h) of the Code; (c) applicable state insurance laws; (d) applicable federal and state securities securities, commodities and commodities laws applicable to Subadviser's portfolio management responsibilitiesbanking laws; provided that for purposes of Section 17(a), (d) and (e) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the AdviserCode. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the CorporationTrust, or any amendment or supplement thereto, are arc made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "" 1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 1 contract
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment the Advisory and Management Agreement with the CorporationTrust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine determine, in its discretion, discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate to Subadviserestablish, and in compliance with (a) the objectives, policies, and limitations for the Portfolio Portfolio(s) set forth in the CorporationTrust's current prospectus and statement of additional information as provided to Subadviserinformation, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder manage the portion of the assets of a Portfolio allocated to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, it as if it was a separate operating portfolio and the Adviser acknowledges provisions, representations and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, warranties of this Section 1 of the Subadviser agrees that it Subadvisory Agreement shall provide apply only the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested portion of assets of a Portfolio managed by the AdviserSubadviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets allocated to it of each Portfolio set forth in Schedule A (a) in compliance with all applicable federal and state laws laws, including securities, commodities and banking laws, governing its operations and investments. Without limiting ; (b) so as not to jeopardize either the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management treatment of the portion of variable annuity contracts which offer the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated Portfolio(s) (the "Contracts") as a "regulated investment company" under subchapter M, chapter 1 annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "Code"), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and (2c) to minimize any taxes and/or penalties payable by the Trust or the Portfolio(s). Without limiting the foregoing, and subject to Section 11(c) hereof, the Subadviser represents and warrants that it will manage the portion of assets allocated to it of each Portfolio in compliance with (a) the diversification requirements specified in the Internal Revenue Services's regulations under Section 817(h) of the Code; (b) the provisions of the 1940 Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the Corporationthereunder; and (bc) federal and applicable state securities and commodities laws applicable to Subadviser's portfolio management responsibilitiesinsurance laws; provided that for purposes of Section 17(a), (d) the objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in the Trust's current prospectus and statement of additional information as most recently provided by the Adviser to the Subadviser; and (e) the policies and procedures as adopted by the Trustees of the ActTrust. The Adviser agrees that it, and not the Subadviser, shall be solely responsible for insuring that each Portfolio set forth in Schedule A managed by the Subadviser (i) qualifies as a "regulated investment company" under Subchapter M, chapter 1 of the Code; and (ii) complies with any limits in its current prospectus or statement of additional information concerning concentration of investments or the amount of assets that may be invested by the Portfolio in any one or more securities. Should the Adviser determine that the Portfolio is not in compliance with Subchapter M, chapter 1 of the Code, the Subadviser agrees to follow instructions of the Adviser to remedy such non-compliance. The Subadviser shall effect compliance only in relation furnish information to its own affiliates and to affiliated persons identified to it by the Adviser, as requested, for purposes of compliance with the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the CorporationTrust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the 1940 Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser agrees: (a) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the course of this Agreement, is appropriate given the nature of its business, and (b) from time to time and upon reasonable request, to supply evidence of such coverage to the Adviser. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 1 contract
Duties of the Subadviser. (a) The Adviser hereby engages Subadviser shall provide the services Manager ------------------------ with such investment advice and supervision as the Manager may from time to time consider necessary for the proper management of such portion of the Subadviser Fund's investment assets as the Manager may designate from time to time. Notwithstanding any provision of this Agreement, the Manager shall retain all rights and ultimate responsibilities to supervise and, in furtherance of its Investment Advisory and Management Agreement with the Corporation. Pursuant to this Subadvisory Agreement and subject discretion, conduct investment advisory activities relating to the oversight Trust. The Subadviser shall furnish continuously an investment program and review of the Advisershall determine from time to time what securities shall be purchased, the Subadviser will manage the investment sold or exchanged and reinvestment of a what portion of the assets of the Fund allocated by the Manager to the Subadviser shall be held uninvested, subject always to the restrictions of the Trust's Declaration of Trust, dated as of March 1, 2002, and By-laws, as each Portfolio listed may be amended and restated from time to time (respectively, the "Declaration" and the "By-Laws"), the provisions of the 1940 Act, and the then-current Registration Statement of the Trust with respect to the Fund, and subject, further, to the Subadviser notifying the Manager in advance of the Subadviser's intention to purchase any securities except insofar as the requirement for such notification may be waived or limited by the Manager, it being understood that the Subadviser shall be responsible for compliance with any restrictions imposed in writing by the Manager from time to time in order to facilitate compliance with the above-mentioned restrictions and such other restrictions as the Manager may determine. Further, the Manager or the Trustees of the Trust may at any time, upon written notice to the Subadviser, suspend or restrict the right of the Subadviser to determine what securities shall be purchased or sold on Schedule A attached heretobehalf of the Fund and what portion, if any, of the assets of the Fund shall be held uninvested. The Subadviser shall also, as requested, make recommendations to the Manager as to the manner in which proxies, voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Board of Trustees of the Trust or the Manager at any time, however, make any definite determination as to investment policy applicable to the Fund and notify the Subadviser thereof in writing, the Subadviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Subadviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of securities for the Fund's account with the brokers or dealers selected by it, and to that end the Subadviser is authorized as the agent of the Trust to give instructions to the custodian and any subcustodian of the Fund as to deliveries of securities and payments of cash for the account of the Fund. The Subadviser will determine advise the Manager on the same day it gives any such instructions. In connection with the selection of such brokers or dealers and the placing of such orders, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser 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. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. In making purchases or sales of securities or other property for the account of the Fund, the Subadviser may deal with itself, the Manager, or the Trustees of the Trust or the Trust's underwriter or distributor, or with its or their respective affiliate or affiliates, to the extent such actions are permitted by the 1940 Act. The Board of Trustees of the Trust, in its discretion, and subject may instruct the Subadviser to effect all or a portion of its securities transactions with one or more brokers and/or dealers selected by the oversight and review Board of Trustees, if it determines that the use of such brokers and/or dealers is in the best interest of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation is required to maintain, and will render regular reports to the Adviser and to officers and Directors of the Corporation concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors of the Corporation and in compliance with such policies as the Directors of the Corporation may from time to time establish and communicate to Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Portfolio set forth in the Corporation's current prospectus and statement of additional information as provided to Subadviser, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management of the portion of the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the Corporation; and (b) federal and state securities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) and (e) of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the Adviser. The Subadviser further represents and warrants that to the extent any statements or omissions made in any Registration Statement for shares of the Corporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this AgreementTrust.
Appears in 1 contract
Samples: Subadvisory Agreement (Smith Barney Investment Series)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the CorporationTrust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached heretoPortfolio. The Subadviser will determine determine, in its discretion, discretion and subject to the oversight and review of the Adviser, the securities and other investments to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilities. The Subadviser, as agent and attorney-in-fact of the Trust, may, when it deems appropriate and without prior consultation with the Adviser, (a) buy, sell, exchange, convert and otherwise trade in any stocks, bonds and other securities including money market instruments, whether the issuer is organized in the United States or outside the United States, (b) place orders for the execution of such securities transactions with or through such brokers, dealers or issuers as the Subadviser may select and (c) purchase, sell, exchange or convert foreign currency in the spot or forward markets as necessary to facilitate transactions in international securities for the Portfolios. In addition, the custodian shall provide the Subadviser with daily reports regarding the cash levels in the Portfolios. The custodian designated by the Adviser to hold the assets of each Portfolio will automatically invest any uninvested cash assets of each Portfolio on a daily basis. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate to Subadviserestablish, and in compliance with (a) the objectives, policies, restrictions and limitations for the Portfolio Portfolio(s) as set forth in the Corporation's Trusts current prospectus and statement of additional information as provided to Subadviser, information; and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A will at all times be operated and managed in compliance with (a) all applicable federal and state laws laws, including securities, commodities and banking laws, governing its operations and investments. Without limiting ; (b) the foregoing and subject to diversification requirements specified in the Internal Revenue Services regulations under Section 11(c817(h) hereof, the Subadviser represents and warrants (1) that the Subadviser's management of the portion of the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and ) so as not to jeopardize the treatment of the variable annuity contracts which offer the Portfolios (2the Contracts) compliance with as annuity contracts for purposes of the Code; (ac) the provisions of the Act and rules adopted thereunder that relate thereunder; (d) the objectives, policies, restrictions and limitations for the Portfolios as set forth in the Trusts current prospectus and statement of additional information as most recently provided by the Adviser to the investment of Portfolio assets, including depositing those assets in custody with institutions designated Subadviser; and (e) the policies and procedures as adopted by the CorporationTrustees of the Trust, as most recently provided by the Adviser to the Subadviser. The Adviser agrees that it, and not the Subadviser, will be solely responsible for insuring that each Portfolio (a) is in compliance with the applicable provisions of Subchapter M, chapter 1 of the Code (Subchapter M) for each Portfolio to be treated as a regulated investment company under Subchapter M; and (b) federal and state securities and commodities laws applicable complies with any limits in its current prospectus or statement of additional information concerning concentration of investments or the amount of assets that may be invested by the Portfolio in any one or more securities. The Subadviser shall furnish information to Subadviser's portfolio management responsibilities; provided that the Adviser, as requested, for purposes of compliance with the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 17(a), (d) and (e) 4982 of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the AdviserCode. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the CorporationTrust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser agrees: (a) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the course of this Agreement, is appropriate given the nature of its business, and (b) from time to time and upon reasonable request, to supply evidence of such coverage to the Adviser. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. The Subadviser also represents and warrants that in furnishing services hereunder, the Subadviser will not consult with any other subadviser of the Portfolios or other series of the Trust, to the extent any other subadvisers are engaged by the Adviser, or any other subadvisers to other investments companies that are under common control with the Trust, concerning transactions of the Portfolios in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of rule 12d3-1 under the Act. For purposes of complying with the preceding sentence the Subadviser may rely on a list, as amended from time to time, of subadvisers of the Portfolios or other series of the Trust, and any subadviser to other investment companies that are under common control with the Trust, as provided by the Adviser.
Appears in 1 contract
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the CorporationTrust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio Fund listed on Schedule A attached hereto. The Subadviser will determine in its discretion, and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors of the Corporation Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors of the Corporation Trust and in compliance with such policies as the Directors of the Corporation Trust may from time to time establish and communicate to the Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Portfolio Fund set forth in the CorporationTrust's current prospectus and statement of additional information as provided to the Subadviser, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio Fund set forth in Schedule A managed by it will at all times be operated and managed in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c9(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management of the portion of the assets of a Portfolio Fund will be designed to achieve qualification by each Portfolio Fund to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio Fund assets, including depositing those assets in custody with institutions designated by the CorporationTrust; and (b) applicable federal and state securities and commodities laws applicable (other than state securities laws relating to Subadviser's portfolio management responsibilitiesthe amount of Fund shares that may be sold in a particular state); provided that for purposes of Section 17(a), (d) and (e) of the Act), the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the Adviser. The Subadviser further represents and warrants that only with respect to the extent any statements or omissions made in any Registration Statement for shares of the CorporationTrust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 1 contract
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment the Advisory and Management Agreement with the Corporationon behalf each Portfolio. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached heretoPortfolio. The Subadviser will determine determine, in its discretion, discretion and subject to the oversight and review of the Adviser, the securities and other instruments to be purchased purchased, retained, or sold, will provide the Adviser with, and will maintain, in accordance with the 1940 Act, records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such applicable policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate establish, as provided in writing to Subadviserthe Subadviser from time to time, and in compliance with (a) the objectives, policies, restrictions and limitations for the Portfolio Portfolio(s) as set forth in the Corporation's Trust’s current prospectus and statement of additional information (together, the “Registration Statement”), as provided by the Adviser to the Subadviser, ; and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A perform its obligations hereunder at all times in compliance with (a) all applicable federal and state laws laws, including securities, commodities and banking laws, governing its each Portfolio’s operations and investments; (b) the applicable provisions of the Act and rules adopted thereunder; (c) the objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in the Trust’s Registration Statement as most recently provided by the Adviser to the Subadviser; and (d) the policies and procedures as adopted by the Trustees of the Trust provided in writing to the Subadviser. Without limiting the foregoing and subject to Section 11(c) hereof, The Adviser shall provide the Subadviser reasonable advance notice of any changes to the Registration Statement and the policies and procedures as adopted by the Trustees of the Trust. The Subadviser further represents and warrants (1) to the Adviser that the Subadviser's management of the portion of the assets of a Portfolio it will be designed to achieve qualification by manage each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 in compliance with Section 851(b)(2) and (3) of Subchapter M of the Internal Revenue Code of 1986, as amended (the "“Code"), ”) and (2Section 817(h) compliance with (a) the provisions of Subchapter L of the Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated Code based on information provided by the Corporation; and (b) federal and state securities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) and (e) custodian of the ActPortfolio(s). Furthermore, the Adviser will work in conjunction with the Subadviser shall effect compliance only to undertake any corrective action that may be required as advised by a Portfolio’s tax advisor in relation a timely manner following quarter end in order to its own affiliates and allow the Portfolio to affiliated persons identified to it by resolve the Adviserissue within the 30-day cure period under the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made information that the Subadviser makes or provides expressly for use in connection with any Registration Statement for the shares of the CorporationTrust, or any amendment or supplement thereto, are made or in reliance upon and in conformity connection with information furnished by other regulatory filings on behalf of the Subadviser expressly for use thereinTrust, will not, as of the effective date of such Registration Statement and (or any amendments amendment or supplements thereto willsupplement thereto) or other regulatory filings, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser agrees: (a) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the course of this Subadvisory Agreement, is appropriate given the nature of its business, and (b) from time to time and upon reasonable request, to supply evidence of such coverage to the Adviser. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Subadvisory Agreement. The Subadviser shall not be responsible for the other expenses of a Portfolio, including, without limitation, fees of a Portfolio’s independent public accountants, transfer agent, custodian and other service providers who are not employees of the Subadviser; brokerage commissions and other transaction-related expenses; tax-reporting; taxes levied against a Portfolio or any of its property; and interest expenses of a Portfolio. The Subadviser also represents and warrants that in furnishing services hereunder, the Subadviser will not consult with any other subadviser of the Portfolio(s) or other series of the Trust, to the extent any other subadvisers are engaged by the Adviser, or any other subadvisers to other investment companies that are under common control with the Trust, concerning transactions of the Portfolio(s) in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of rule 12d3-1 under the Act, The Adviser acknowledges that the Subadviser and its delegates do not hold client money and/or custody assets.
Appears in 1 contract
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the CorporationTrust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio Fund listed on Schedule A attached hereto. The Subadviser will determine in its discretion, and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate to the Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Portfolio Fund set forth in the Corporation's Trust’s current prospectus and statement of additional information as provided to the Subadviser, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio Fund set forth in Schedule A A, or portion of each Fund’s assets, managed by it will at all times be operated and managed in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c9(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's ’s management of the portion of the assets of a Portfolio Fund will be designed to achieve qualification by each Portfolio Fund to be treated as a "“regulated investment company" ” under subchapter M, chapter 1 I of the Internal Revenue Code of 1986, as amended (the "“Code"”), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio Fund assets, including depositing those assets in custody with institutions designated by the CorporationTrust; and (b) applicable federal and state securities and commodities laws applicable (other than state securities laws relating to Subadviser's portfolio management responsibilitiesthe amount of Fund shares that may be sold in a particular state); provided that for purposes of Section 17(a), (d) and (e) of the Act), the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the Adviser. The Subadviser also represents and warrants that in furnishing services hereunder, the Subadviser will not consult with any other subadviser of the Series or other series of the Trust, to the extent any other subadvisers are engaged by the Adviser, or any other subadvisers to other investments companies that are under common control with the Trust, concerning transactions of the Series in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of rule 12d3-1 under the Act. The Subadviser further represents and warrants that only with respect to the extent any statements or omissions made in any Registration Statement for shares of the CorporationTrust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "“1933 Act"”) and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. The Adviser and Subadviser each agree that, to the extent the Subadviser is responsible for managing only a portion of a Fund, the Subadviser shall manage the portion of the assets of a Fund allocated to it as if it was a separate operating Fund and shall comply with this Section l (including, but not limited to, the investment objectives, policies and restrictions applicable to a Fund and qualifications of a Fund as a regulated investment company under the Code) only with respect to the portion of assets of a Fund allocated to Subadviser. The Subadviser agrees: (i) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the course of this Agreement, is acceptable to the Adviser; and (ii) from time to time and upon reasonable request, to supply evidence of such coverage to the Adviser.
Appears in 1 contract
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the Corporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion, discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or of the Corporation is required to maintain, and will render regular reports to the Adviser and to officers and Directors of the Corporation concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors of the Corporation and in compliance with such policies as the Directors of the Corporation may from time to time establish and communicate to Subadviserestablish, and in compliance with (a) the objectives, policies, and limitations for the Portfolio set forth in the Corporation's current prospectus and statement of additional information as provided to Subadviserinformation, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action Consistent with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"9(d), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the its portion of the assets of each Portfolio the Portfolio(s) set forth in Schedule A in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereofforegoing, the Subadviser represents and warrants that it will manage the assets of the Portfolio(s) in compliance with (1) that the Subadviser's management applicable provisions of the portion of the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated as a "regulated investment company" under subchapter Subchapter M, chapter Chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assetsthereunder, including depositing those assets in custody with institutions designated by the Corporation; and (b3) applicable federal and state securities securities, commodities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) and (e) of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the Adviserbanking laws. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for shares of the Corporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 1 contract
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the CorporationTrust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio the Funds listed on Schedule A attached hereto. The Subadviser will determine in its discretion, and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate to Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Portfolio Funds set forth in the Corporation's each Fund’s current prospectus and statement of additional information as provided to Subadviser, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action on behalf of a Fund with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolioa Fund, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "“Litigation"”), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio Fund assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management of the portion of the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the Corporation; and (b) federal and state securities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) and (e) of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the Adviser. The Subadviser further represents and warrants that to the extent any statements or omissions made in any Registration Statement for shares of the Corporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 1 contract
Samples: Subadvisory Agreement (SunAmerica Specialty Series)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the CorporationTrust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion, and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate to Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Portfolio set forth in the CorporationTrust's current prospectus and statement of additional information as provided to Subadviser, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management of the portion of the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the CorporationTrust; and (b) federal and state securities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) and (e) of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the Adviser. The Subadviser further represents and warrants that to the extent any statements or omissions made in any Registration Statement for shares of the CorporationTrust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 1 contract
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the CorporationAgreement. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached heretolisted. The Subadviser will determine in its discretion, discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate to Subadviserestablish, and in compliance with (a) the objectives, policies, and limitations for the Portfolio Portfolio(s) set forth in the CorporationTrust's current prospectus and statement of additional information as provided to Subadviserinformation, and (b) applicable laws and regulations. The Adviser shall inform the Subadviser shall have no power, authority, responsibility, or obligation hereunder to take of any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, requirements of the California Insurance Code (or other litigation applicable insurance Code, if any) and any regulations thereunder that operate to limit or proceeding affecting securities held at any time in restrict the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (investments the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assetsPortfolio(s) may otherwise make, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, to inform the Subadviser agrees that it shall provide the Adviser with promptly of any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviserchanges in such requirements. 2 The Subadviser represents and warrants to the Adviser that it will manage the portion each of the assets of each Portfolio Portfolios set forth in Schedule A will at all times be operated and managed (1) in compliance with all applicable federal and state laws governing its operations and investments; (2) so as not to jeopardize either the treatment of the Polaris variable annuity contracts issued by Variable Separate Account (File No. 33-47473; hereinafter "Contracts") as annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "Code"), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and (3) to minimize any taxes and/or penalties payable by the Trust or such Portfolio. Without limiting the foregoing and subject to Section 11(c) hereofforegoing, the Subadviser represents and warrants (1) that the Subadviser's management qualification, election and maintenance of the portion of the assets of a Portfolio will be designed to achieve qualification such election by each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the Corporationthereunder; and (b) the diversification requirements specified in the Internal Revenue Service's regulations under Section 817(h) of the Code; (c) applicable state insurance laws; (d) applicable federal and state securities securities, commodities and commodities laws applicable to Subadviser's portfolio management responsibilitiesbanking laws; provided that for purposes of Section 17(a), (d) and (e) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the AdviserCode. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the CorporationTrust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 1 contract
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the CorporationTrust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion, discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate as delivered in writing to the Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Portfolio Portfolio(s) set forth in the Corporation's Trust’s current prospectus and statement of additional information as provided delivered to the Subadviser, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any will operate and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A (1) in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's ’s management of the portion Portfolio and investments; and (2) so as not to jeopardize either the treatment of the assets of a Portfolio will be designed to achieve qualification Seasons variable annuity contracts issued by each Portfolio to be treated Variable Annuity Account Five (File No. 333-08859; hereinafter “Contracts”), or such other variable annuity contracts established in the future, as a "regulated investment company" under subchapter M, chapter 1 annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "“Code"”). Without limiting the foregoing, and (2) the Subadviser agrees to manage the Portfolio in compliance with (a) the provisions of the Act and rules adopted thereunder that relate to thereunder; (b) the investment diversification requirements specified in the Internal Revenue Service’s regulations under Section 817(h) of Portfolio assets, including depositing those assets in custody with institutions designated by the CorporationCode; (c) applicable state insurance laws; and (bd) applicable federal and state securities securities, commodities and commodities laws applicable to Subadviser's portfolio management responsibilitiesbanking laws; provided that for Adviser shall provide Subadviser with written direction as to the requirements of applicable state insurance laws and applicable federal and state banking laws. For purposes of Section 17(a)the preceding sentence, (d) disclosure in the Trust’s prospectus and/or statement of additional information of applicable state insurance laws and (e) of regulations and applicable federal and state banking laws and regulations shall constitute “written direction” thereof. The Adviser acknowledges and agrees that the ActSubadviser’s compliance with its obligations under this Agreement will be based, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it part, on information supplied by the Adviser, or an agent thereof, as to each Portfolio, including but not limited to, portfolio security lot level realized and unrealized gain/loss allocation. The Adviser agrees that all such information will be supplied on a timely basis. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the CorporationTrust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "“1933 Act"”) and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. The Subadviser shall not have any responsibility for the administrative affairs of the Portfolio, including any responsibility for the calculation of the net asset value of the Portfolios’ shares or shareholder accounting services; provided, however, that the Subadviser shall, as requested from time to time by the Adviser, assist the Adviser in obtaining pricing information relating to the Portfolios’ investment securities. The Subadviser also represents and warrants that in furnishing services hereunder, the Subadviser will not consult with any other subadviser of the Portfolios or other series of the Trust, to the extent any other subadvisers are engaged by the Adviser, or any other subadvisers to other investments companies that are under common control with the Trust, concerning transactions of the Portfolios in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of rule 12d3-1 under the Act.
Appears in 1 contract
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the Corporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion, and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation is required to maintain, and will render regular reports to the Adviser and to officers and Directors of the Corporation concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors of the Corporation and in compliance with such policies as the Directors of the Corporation may from time to time establish and communicate to Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Portfolio set forth in the Corporation's current prospectus and statement of additional information as provided to Subadviser, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A managed by it will at all times be operated and managed in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c9(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management of the portion of the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the Corporation; and (b) applicable federal and state securities and commodities laws applicable (other than state securities laws relating to Subadviser's portfolio management responsibilitiesthe amount of Portfolio shares that may be sold in a particular state); provided that for purposes of Section 17(a), (d) and (e) of the Act), the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the Adviser. The Subadviser further represents and warrants that only with respect to the extent any statements or omissions made in any Registration Statement for shares of the Corporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 1 contract
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the Corporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion, and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Subadviser is required to maintainmaintain on behalf of the Corporation, and will render regular reports to the Adviser and to officers and Directors of the Corporation concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the Adviser and the officers and the Directors of the Corporation and in compliance with such policies as the Directors of the Corporation may from time to time establish and communicate to Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Portfolio set forth in the Corporation's current prospectus and statement of additional information as provided to Subadviser, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the a Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation in its possession as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management of the portion of the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and ; (2) that the execution, delivery and performance of this Agreement are within the Subadviser's powers, have been and remain duly authorized by all necessary action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Subadviser; and (3) compliance with all applicable laws and rules, including without limitation (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the Corporation; and (b) federal and state securities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided each of the Subadviser and the Adviser represents and warrants that for purposes of it has adopted policies and procedures reasonably designed to prevent and prohibit transactions described in Section 17(a), (d) and (e) of the Act, Act between a Portfolio and an affiliated person of the Adviser identified to the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the Adviserwriting. The Subadviser further represents and warrants that to the extent any statements or omissions proposed to be made in any Registration Statement for shares of the Corporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and information will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Adviser represents and warrants to the Subadviser (1) that the Adviser has been duly appointed in accordance with the Act to provide investment services to the Portfolios as contemplated by the Advisory Agreement; (2) that the execution, delivery and performance of this Agreement are within the Adviser's powers, have been and remain duly authorized by all necessary action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Adviser; and (3) compliance with all applicable laws and rules, including without limitation (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the Corporation; and (b) federal and state securities and commodities laws applicable to Adviser's portfolio management responsibilities. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 1 contract
Samples: Subadvisory Agreement (Sunamerica Focused Series Inc)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the CorporationTrust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached heretoPortfolio. The Subadviser will determine determine, in its discretion, discretion and subject to the oversight and review of the Adviser, the securities and other investments to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilitiesresponsibilities as may be reasonably requested from time to time. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate to Subadviserestablish, and in compliance with (a) the objectives, policies, restrictions and limitations for the Portfolio Portfolio(s) as set forth in the CorporationTrust's current prospectus and statement of additional information as provided to Subadviser, information; and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of that, in performing its responsibilities hereunder, each Portfolio set forth in Schedule A will at all times be operated and managed (a) in compliance with all applicable federal and state laws laws, including securities, commodities and banking laws, governing its operations and investments. Without limiting ; (b) so as not to jeopardize either the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management treatment of the portion of variable annuity contracts which offer the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated Portfolio(s) (the "Contracts") as a "regulated investment company" under subchapter M, chapter 1 annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "Code"), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and (2c) to minimize any taxes and/or penalties payable by the Trust or the Portfolio(s). Without limiting the foregoing, the Subadviser represents and warrants that it will manage each Portfolio in compliance with (a) the applicable provisions of Subchapter M, chapter 1 of the Code ("Subchapter M") for each Portfolio to be treated as a "regulated investment company" under Subchapter M; (b) the diversification requirements specified in the Internal Revenue Service's regulations under Section 817(h) of the Code; (c) the provisions of the Act and rules adopted thereunder that relate thereunder; (d) applicable state insurance laws as communicated by Adviser to Subadviser in writing; (e) the objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in the Trust's current prospectus and statement of additional information as most recently provided by the Adviser to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the CorporationSubadviser; and (bf) federal the polices and state securities and commodities laws applicable procedures as adopted by the Trustees of the Trust as most recently provided by the Adviser to the Subadviser's portfolio management responsibilities; provided that . The Subadviser shall furnish information to the Adviser, as requested, for purposes of compliance with the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 17(a), (d) and (e) 4982 of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the AdviserCode. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the CorporationTrust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser agrees: (a) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the course of this Agreement, is appropriate given the nature of its business, and (b) from time to time and upon reasonable request, to supply evidence of such coverage to the Adviser. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.this
Appears in 1 contract
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the Corporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion, discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or of the Corporation is required to maintain, and will render regular reports to the Adviser and to officers and Directors of the Corporation concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors of the Corporation and in compliance with such policies as the Directors of the Corporation may from time to time establish and communicate to Subadviserestablish, and in compliance with (a) the objectives, policies, and limitations for the Portfolio set forth in the Corporation's current prospectus and statement of additional information as provided to Subadviserinformation, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets which it manages of each the Portfolio set forth in Schedule A will at all times be operated and managed in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereofforegoing, the Subadviser represents and warrants (1) that the Subadviser's management of the portion of the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with with: (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the Corporationthereunder; and (b) applicable federal and state securities securities, commodities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) and (e) of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the Adviserbanking laws. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for shares of the Corporationcorporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 1 contract
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the Corporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion, discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or of the Corporation is required to maintain, and will render regular reports to the Adviser and to officers and Directors of the Corporation concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors of the Corporation and in compliance with such policies as the Directors of the Corporation may from time to time establish and communicate to Subadviserestablish, and in compliance with (a) the objectives, policies, and limitations for the Portfolio set forth in the Corporation's current prospectus and statement of additional information as provided to Subadviserinformation, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action Consistent with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"9(d), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion assets of the assets of each Portfolio set forth in Schedule A in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereofforegoing, the Subadviser represents and warrants that it will manage the assets of the Portfolio in compliance with (1) that the Subadviser's management applicable provisions of the portion of the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated as a "regulated investment company" under subchapter Subchapter M, chapter Chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assetsthereunder, including depositing those assets in custody with institutions designated by the Corporation; and (b3) applicable federal and state securities securities, commodities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) and (e) of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the Adviserbanking laws. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for shares of the Corporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 1 contract
Samples: Subadvisory Agreement (Sunamerica Strategic Investment Series Inc)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment the Advisory and Management Agreement with the CorporationTrust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine determine, in its discretion, discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate to the Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Portfolio Portfolio(s) set forth in the CorporationTrust's current prospectus and statement of additional information as provided to Subadviserinformation, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder manage the portion of the assets of a Portfolio allocated to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, it as if it was a separate operating portfolio and the Adviser acknowledges provisions, representations and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, warranties of this Section 1 of the Subadviser agrees that it Subadvisory Agreement shall provide the Adviser with any and all documentation or information relating apply only to the Litigation as may reasonably be requested portion of the assets of a Portfolio managed by the AdviserSubadviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets allocated to it of each Portfolio set forth in Schedule A in compliance with all applicable federal and state laws laws, including securities, commodities and banking laws, governing its operations and investments. Without limiting the foregoing foregoing, and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management of it will manage the portion of the assets allocated to it of a Portfolio will be designed to achieve qualification by each Portfolio to be treated as a "regulated investment company" in compliance with (a) the diversification requirements specified in the Internal Revenue Services's regulations under subchapter M, chapter 1 Section 817(h) of the Internal Revenue Code of 1986, as amended (the "Code"), and ; (2) compliance with (ab) the provisions of the 1940 Act and rules adopted thereunder thereunder; (c) any applicable state insurance law that relate Adviser notifies the Subadviser is applicable to the investment management of Portfolio assets, including depositing those assets in custody with institutions designated by the CorporationPortfolio; and (b) federal and state securities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) the objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in the Trust's current prospectus and statement of additional information as most recently provided by the Adviser to the Subadviser; and (e) the policies and procedures as adopted by the Trustees of the ActTrust and communicated to the Subadviser. The Adviser agrees that it, and not the Subadviser, shall be solely responsible for insuring that each Portfolio set forth in Schedule A managed by the Subadviser (i) qualifies as a "regulated investment company" under Subchapter M, chapter 1 of the Code; and (ii) complies with any limits in its current prospectus or statement of additional information concerning concentration of investments or the amount of assets that may be invested by the Portfolio in any one or more securities. Should the Adviser determine that the Portfolio is not in compliance with Subchapter M, chapter 1 of the Code, the Subadviser agrees to follow instructions of the Adviser to remedy such non-compliance. The Subadviser shall effect compliance only in relation furnish information to its own affiliates and to affiliated persons identified to it by the Adviser, as requested, for purposes of compliance with the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the CorporationTrust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the 1940 Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser agrees: (a) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the course of this Agreement, is appropriate given the nature of its business, and (b) from time to time and upon reasonable request, to supply evidence of such coverage to the Adviser. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 1 contract
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser Subject in furtherance of its Investment Advisory and Management Agreement with the Corporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion, and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation is required to maintain, and will render regular reports to the Adviser and to officers and Directors of the Corporation concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject case to the control of the officers and the Board of Directors of the Corporation and in compliance accordance with such the objectives, policies as and principles set forth in the Directors Registration Statement and Prospectus(es) of the Corporation may and the requirements of the 1940 Act, and in conjunction with and under the supervision of the Manager, the Subadviser agrees to furnish the Manager and the Corporation with such investment advice, research and assistance as the Manager or the Corporation shall from time to time establish and communicate reasonably request. Subject to Subadviserthe foregoing, and the Subadviser shall (i) participate in compliance with (a) the objectives, policies, and limitations for the Portfolio set forth in development of the Corporation's current prospectus overall investment strategy, in the determination of country allocations and statement in the determination of additional information as provided sector and industry weightings for the various Series of the Corporation, (ii) provide investment advice and research to Subadviserthe Corporation with respect to existing and potential investments in securities of non-U.S. issuers, including company visits and meetings with management, (iii) determine securities for investment, (iv) select brokers, and (bv) applicable laws cause the execution of trades, including foreign exchange dealings. The Subadviser will make available representatives to report in person to the Board of Directors at least semi-annually on investment results, regulatory compliance and regulationsother matters that the Manager or the Board of Directors may reasonably request. The Subadviser shall have no poweralso provide such reports and other information to the Manager or the Board of Directors as such persons may reasonably request. Portfolio accounting and pricing for the Corporation will be the ultimate responsibility of a third party accounting agent or administrator; however, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolioevent that an asset under the supervision of the Subadviser cannot be priced by a pricing source authorized by the Manager, includingthe Subadviser will provide the third party accounting agent or administrator with daily prices for such asset in accordance with the Corporation's pricing procedures. Notwithstanding the foregoing, without limitation, to file proofs the Subadviser will be responsible for coordinating work with custodians in respect of claim or other documents related to such proceedings assets under the Subadviser's supervision (the "LitigationCustodians"), or including liaising as required with Custodians in respect of trade settlement, safe custody of assets, income collection and the processing of corporate actions. The Subadviser will use all reasonable efforts to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and performance of Custodians within the Adviser acknowledges and agrees that no terms of the Corporation's custodian agreements (to the extent such power, authority, responsibility terms are known by the Subadviser or obligation is delegated hereundera related entity). NeverthelessWith respect to the securities of issuers under the supervision of the Subadviser, the Subadviser agrees that it shall provide executed trade information to Custodians, third party accounting agents or administrators and/or the Adviser with any and all documentation or information relating Manager, which may be done via computer. Subject to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion Section 36 of the assets of each Portfolio set forth in Schedule A in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management of the portion of the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the Corporation; and (b) federal and state securities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) and (e) of the 1940 Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the Adviser. The Subadviser further represents and warrants that not be liable to the extent Corporation for any statements error of judgment or omissions made mistake of law or for any loss arising out of any investment or for any act or omission in the performance of its duties under this Agreement except for willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under this Agreement; PROVIDED, HOWEVER, that the Subadviser shall be liable for any Registration Statement for shares loss arising out of any act or omission of the Subadviser that results, directly or indirectly, in an error in the net asset value of any series of the Corporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 1 contract
Samples: Subadvisory Agreement (Seligman Henderson Global Fund Series Inc)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment the Advisory and Management Agreement with the CorporationAgreement. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached heretoPortfolio. The Subadviser will determine determine, in its discretion, discretion and subject to the oversight and review of the Adviser, the securities and other investments or instruments to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate establish, as provided in writing to Subadviserthe Subadviser from time to time, and in compliance with (a) the objectives, policies, restrictions and limitations for the Portfolio Portfolio(s) as set forth in the Corporation's Trust’s current prospectus and statement of additional information information, as provided by the Adviser to the Subadviser, ; and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A Portfolio(s) at all times (a) in compliance with all applicable federal and state laws laws, including securities, commodities and banking laws, governing its operations and investments. Without limiting ; (b) the foregoing provisions of the Act and subject to Section 11(crules adopted thereunder; (c) hereofthe objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in the Trust’s current prospectus and statement of additional information (together, the “Registration Statement”) as most recently provided by the Adviser to the Subadviser; and (d) the policies and procedures as adopted by the Trustees of the Trust provided in writing to the Subadviser. The Subadviser further represents and warrants (1) to the Adviser that the Subadviser's management of the portion of the assets of a Portfolio it will be designed to achieve qualification by manage each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 in compliance with Section 851(b)(2) and (3) of Subchapter M of the Internal Revenue Code of 1986, as amended (the "“Code"), ”) and (2Section 817(h) compliance with (a) the provisions of Subchapter L of the Act and rules adopted thereunder that relate Code, solely with respect to the investment assets of Portfolio assets, including depositing those assets in custody with institutions designated the Portfolio(s) which are under its management and based on information provided by the Corporation; and (b) federal and state securities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) and (e) custodian of the ActPortfolio(s). Furthermore, the Adviser will work in conjunction with the Subadviser shall effect compliance only to undertake any corrective action that may be required as advised by a Portfolio’s tax advisor in relation a timely manner following quarter end in order to its own affiliates and allow the Subadviser to affiliated persons identified to it by resolve the Adviserissue within the 30-day cure period under the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the shares of the CorporationTrust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser in writing expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and information will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser agrees: (a) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the course of this Agreement, is appropriate given the nature of its business, and (b) from time to time and upon reasonable request, to supply evidence of such coverage to the Adviser. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. The Subadviser shall not be responsible for the other expenses of a Portfolio, including, without limitation, fees of a Portfolio’s independent public accountants, transfer agent, custodian and other service providers who are not employees of the Subadviser; brokerage commissions and other transaction-related expenses; tax-reporting; taxes levied against a Portfolio or any of its property; and interest expenses of a Portfolio. The Subadviser also represents and warrants that in furnishing services hereunder, the Subadviser will not consult with any other subadviser of the Portfolio(s) or other series of the Trust, to the extent any other subadvisers are engaged by the Adviser, or any other subadvisers to other investment companies that are under common control with the Trust, concerning transactions of the Portfolio(s) in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of rule 12d3-1 under the Act. The Adviser acknowledges that the Subadviser and its delegates do not hold client money and/or custody assets.
Appears in 1 contract
Duties of the Subadviser. (a) The Adviser hereby engages Subadviser shall provide the services Manager with such investment advice and supervision as the Manager may from time to time consider necessary for the proper management of such portion of the Subadviser Fund's investment assets as the Manager may designate from time to time. Notwithstanding any provision of this Agreement, the Manager shall retain all rights and ultimate responsibilities to supervise and, in furtherance of its Investment Advisory and Management Agreement with the Corporation. Pursuant to this Subadvisory Agreement and subject discretion, conduct investment advisory activities relating to the oversight Trust. The Subadviser shall furnish continuously an investment program and review of the Advisershall determine from time to time what securities shall be purchased, the Subadviser will manage the investment sold or exchanged and reinvestment of a what portion of the assets of the Fund allocated by the Manager to the Subadviser shall be held uninvested, subject always to the restrictions of the Trust's Declaration of Trust, dated as of September 28, 2001, and By-laws, as each Portfolio listed may be amended and restated from time to time (respectively, the "Declaration" and the "By-Laws"), the provisions of the 1940 Act, and the then-current Registration Statement of the Trust with respect to the Fund, and subject, further, to the Subadviser notifying the Manager in advance of the Subadviser's intention to purchase any securities except insofar as the requirement for such notification may be waived or limited by the Manager, it being understood that the Subadviser shall be responsible for compliance with any restrictions imposed in writing by the Manager from time to time in order to facilitate compliance with the above-mentioned restrictions and such other restrictions as the Manager may determine. Further, the Manager or the Trustees of the Trust may at any time, upon written notice to the Subadviser, suspend or restrict the right of the Subadviser to determine what securities shall be purchased or sold on Schedule A attached heretobehalf of the Fund and what portion, if any, of the assets of the Fund shall be held uninvested. The Subadviser shall also, as requested, make recommendations to the Manager as to the manner in which proxies, voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Board of Trustees of the Trust or the Manager at any time, however, make any definite determination as to investment policy applicable to the Fund and notify the Subadviser thereof in writing, the Subadviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Subadviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of securities for the Fund's account with the brokers or dealers selected by it, and to that end the Subadviser is authorized as the agent of the Trust to give instructions to the custodian and any subcustodian of the Fund as to deliveries of securities and payments of cash for the account of the Fund. The Subadviser will determine advise the Manager on the same day it gives any such instructions. In connection with the selection of such brokers or dealers and the placing of such orders, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser 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. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. In making purchases or sales of securities or other property for the account of the Fund, the Subadviser may deal with itself, the Manager, or the Trustees of the Trust or the Trust's underwriter or distributor, or with its or their respective affiliate or affiliates, to the extent such actions are permitted by the 1940 Act. The Board of Trustees of the Trust, in its discretion, and subject may instruct the Subadviser to effect all or a portion of its securities transactions with one or more brokers and/or dealers selected by the oversight and review Board of Trustees, if it determines that the use of such brokers and/or dealers is in the best interest of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation is required to maintain, and will render regular reports to the Adviser and to officers and Directors of the Corporation concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors of the Corporation and in compliance with such policies as the Directors of the Corporation may from time to time establish and communicate to Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Portfolio set forth in the Corporation's current prospectus and statement of additional information as provided to Subadviser, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management of the portion of the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the Corporation; and (b) federal and state securities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) and (e) of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the Adviser. The Subadviser further represents and warrants that to the extent any statements or omissions made in any Registration Statement for shares of the Corporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this AgreementTrust.
Appears in 1 contract
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the CorporationTrust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached heretoPortfolio. The Subadviser will determine determine, in its discretion, discretion and subject to the oversight and review of the Adviser, the securities and other investments to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilitiesresponsibilities as may be reasonably requested from time to time. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate to Subadviserestablish, and in compliance with (a) the objectives, policies, restrictions and limitations for the Portfolio Portfolio(s) as set forth in the CorporationTrust's current prospectus and statement of additional information as provided to Subadviser, information; and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of that, in performing its responsibilities hereunder, each Portfolio set forth in Schedule A will at all times be operated and managed (a) in compliance with all applicable federal and state laws laws, including securities, commodities and banking laws, governing its operations and investments. Without limiting ; (b) so as not to jeopardize either the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management treatment of the portion of variable annuity contracts which offer the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated Portfolio(s) (the Contracts) as a "regulated investment company" under subchapter M, chapter 1 annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "Code"), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and (2c) to minimize any taxes and/or penalties payable by the Trust or the Portfolio(s). Without limiting the foregoing, the Subadviser represents and warrants that it will manage each Portfolio in compliance with (a) the applicable provisions of Subchapter M, chapter 1 of the Code (Subchapter M) for each Portfolio to be treated as a regulated investment company under Subchapter M; (b) the diversification requirements specified in the Internal Revenue Service's regulations under Section 817(h) of the Code; (c) the provisions of the Act and rules adopted thereunder that relate thereunder; (d) applicable state insurance laws as communicated by Adviser to Subadviser in writing; (e) the objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in the Trust's current prospectus and statement of additional information as most recently provided by the Adviser to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the CorporationSubadviser; and (bf) federal the polices and state securities and commodities laws applicable procedures as adopted by the Trustees of the Trust as most recently provided by the Adviser to the Subadviser's portfolio management responsibilities; provided that . The Subadviser shall furnish information to the Adviser, as requested, for purposes of compliance with the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 17(a), (d) and (e) 4982 of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the AdviserCode. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the CorporationTrust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser agrees: (a) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the course of this Agreement, is appropriate given the nature of its business, and (b) from time to time and upon reasonable request, to supply evidence of such coverage to the Adviser. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. Adviser acknowledges that Subadviser shall have no responsibility to vote proxies with respect to companies whose securities are held in that portion of the Portfolio(s) allocated to it by Adviser. Subadviser shall not be responsible for pursuing rights, including class action settlements, relating to the purchase, sale, or holding of securities by the Portfolio(s); provided, however, that Subadviser shall provide notice to Adviser of any such potential claim of which it becomes aware and reasonably cooperate with Adviser in any possible proceeding. In rendering the services required under this Agreement, Subadviser may, consistent with applicable law and regulations, from time to time, employ, delegate, or associate with itself such affiliated or unaffiliated person or persons as it believes necessary to assist it in carrying out its obligations under this Agreement; provided, however, that in each such instance Subadviser shall provide prior written notice to Adviser. Subadviser represents that any party to whom it delegates authority with respect to the services to be provided under this Agreement shall be bound by a duty of confidentiality to the Subadviser that is no less restrictive than the duties required of the Subadviser under this Agreement. The power to delegate duties under this Agreement shall not relieve the Subadviser of any liability for such delegate's acts, that if done by the Subadviser, would result in liability to the Subadviser. Subadviser does not warrant that the portion of the assets of the Portfolio(s) managed by Subadviser will achieve any particular rate of return or that its performance will match that of any benchmark index or other standard or objective. Adviser has delivered or will deliver to Subadviser current copies of the Trust's Prospectus and Statement of Additional Information, and all applicable supplements thereof, and will promptly deliver to Subadviser all future amendments and supplements, if any. Adviser will provide Subadviser access to a list of the affiliates of Adviser or the Portfolio(s) to which investment restrictions apply, which list will specifically identify (a) all companies in which the Portfolio(s) may not invest, together with ticker symbols and/or CUSIP numbers for all such companies, and (b) any affiliated brokers and any restrictions that apply to the use of those brokers by the Portfolio(s). Adviser will notify Subadviser any time a change to such list is made. The Subadviser also represents and warrants that in furnishing services hereunder, the Subadviser will not consult with any other subadviser of the Portfolios or other series of the Trust, to the extent any other subadvisers are engaged by the Adviser, or any other subadvisers to other investments companies that are under common control with the Trust, concerning transactions of the Portfolios in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of rule 12d31 under the Act.
Appears in 1 contract
Duties of the Subadviser. (a) The Adviser hereby engages Subadviser shall provide the services Fund and the Manager with such investment advice and supervision as the Manager may from time to time consider necessary for the proper supervision of such portion of the Subadviser Fund investment assets as the Manager may designate from time to time. Notwithstanding any provision of this Agreement, the Manager shall retain all rights and ultimate responsibilities to supervise and, in furtherance of its Investment Advisory and Management Agreement with the Corporation. Pursuant to this Subadvisory Agreement and subject discretion, conduct investment advisory activities relating to the oversight Trust. The Subadviser shall furnish continuously an investment program and review of the Advisershall determine from time to time what securities shall be purchased, the Subadviser will manage the investment sold or exchanged and reinvestment of a what portion of the assets of the Fund allocated by the Manager to the Subadviser shall be held uninvested, subject always to the restrictions of the Trusts Declaration of Trust, dated October 25, 1996, and Bylaws, as each Portfolio listed may be amended from time to time (respectively, the "Declaration" and the "By-Laws"), the provisions of the 1940 Act, the then-current Registration Statement of the Trust with respect to the Fund, and subject further, to the Subadviser noticing the Manager in advance of the Subadviser's intention to purchase any securities except insofar as the requirement for such notification may be waived or limited by the Manager, it being understood that the Subadviser shall be responsible for compliance with any restrictions imposed in writing by the Manager from time to time in order to facilitate compliance with the above-mentioned restrictions and such other restrictions as the Manager may determine. Further, the Manager or the Trustees of the Trust may at any time, upon written notice to the Subadviser, suspend or restrict the right of the Subadviser to determine what securities shall be purchased or sold on Schedule A attached heretobehalf of the Fund and what portion, if any, of the assets of the Fund allocated by the Manager to the Subadviser shall be held uninvested. The Subadviser shall also, as requested, make recommendations to the Manager as to the manner in which proxies, voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the board of Trustees of the Trust or the Manager at any time, however, make any definite determination as to investment policy applicable to the Fund and notify the Subadviser thereof in writing, the Subadviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Subadviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of securities for the Fund's account with the brokers or dealers selected by it, and to that end the Subadviser is authorized as the agent of the Trust to give instructions to the custodian and any subcustodian of the Fund as to deliveries of securities and payments of cash for the account of the Fund. The Subadviser will determine advise the Manager on the same day it gives any such instructions. In connection with the selection of such brokers or dealers and the placing of such orders, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser 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. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. In making purchases or sales of securities or other property for the account of the Fund, the Subadviser may deal with itself or with the Trustees of the Trust or the Trust's underwriter or distributor, to the extent such actions are permitted by the 1940 Act. The Board of Trustees of the Trust, in its discretion, and subject may instruct the Subadviser to effect all or a portion of its securities transactions with one or more brokers and/or dealers selected by the oversight and review Board of Trustees, if it determines that the use of such brokers and/or dealers is in the best interest of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation is required to maintain, and will render regular reports to the Adviser and to officers and Directors of the Corporation concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors of the Corporation and in compliance with such policies as the Directors of the Corporation may from time to time establish and communicate to Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Portfolio set forth in the Corporation's current prospectus and statement of additional information as provided to Subadviser, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management of the portion of the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the Corporation; and (b) federal and state securities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) and (e) of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the Adviser. The Subadviser further represents and warrants that to the extent any statements or omissions made in any Registration Statement for shares of the Corporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this AgreementTrust.
Appears in 1 contract
Samples: Sub Management Agreement (Variable Annuity Portfolios /)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment the Advisory and Management Agreement with the Corporationon behalf each Portfolio. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached heretoPortfolio. The Subadviser will determine determine, in its discretion, discretion and subject to the oversight and review of the Adviser, the securities instruments and other investments to be purchased purchased, retained, or sold, and the position of the Portfolio to remain uninvested or in short-term instruments, will provide the Adviser with with, and will maintain, records concerning its the Subadviser's activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such applicable policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate establish, as provided in writing to Subadviserthe Subadviser from time to time, and in compliance with (a) the objectives, policies, restrictions and limitations for the Portfolio Portfolio(s) as set forth in the CorporationTrust's current prospectus and statement of additional information (together, the "Registration Statement"), as provided by the Adviser to the Subadviser, ; and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A perform its obligations hereunder at all times in compliance with (a) all applicable federal and state laws laws, including securities, commodities and banking laws, governing its each Portfolio's operations and investments; (b) the provisions of the Act and rules adopted thereunder; (c) the objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in the Trust's Registration Statement as most recently provided by the Adviser to the Subadviser; and (d) the policies and procedures as adopted by the Trustees of the Trust provided in writing to the Subadviser. Without limiting the foregoing and subject to Section 11(c) hereof, The Adviser shall provide the Subadviser reasonable advance notice of any changes to the Registration Statement and the policies and procedures as adopted by the Trustees of the Trust. The Subadviser further represents and warrants (1) to the Adviser that the Subadviser's management of the portion of the assets of a Portfolio it will be designed to achieve qualification by manage each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 in compliance with Section 851(b)(2) and (3) of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), ) and (2Section 817(h) compliance with (a) the provisions of Subchapter L of the Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated Code based on information provided by the Corporation; and (b) federal and state securities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) and (e) custodian of the ActPortfolio(s). Furthermore, the Adviser will work in conjunction with the Subadviser shall effect compliance only to undertake any corrective action that may be required as advised by a Portfolio's tax advisor in relation a timely manner following quarter end in order to its own affiliates and allow the Portfolio to affiliated persons identified to it by resolve the Adviserissue within the 30-day cure period under the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the shares of the CorporationTrust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser in writing expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Securities and Exchange Commission ("SEC") thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser agrees: (a) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the course of this Subadvisory Agreement, is appropriate given the nature of its business, and (b) from time to time and upon reasonable request, to supply evidence of such coverage to the Adviser. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Subadvisory Agreement. The Subadviser shall not be responsible for the other expenses of a Portfolio, including, without limitation, fees of a Portfolio's independent public accountants, transfer agent, custodian and other service providers who are not employees of the Subadviser; brokerage commissions and other transaction-related expenses; tax-reporting; taxes levied against a Portfolio or any of its property; and interest expenses of a Portfolio. The Subadviser also represents and warrants that in furnishing services hereunder, the Subadviser will not consult with any other subadviser of the Portfolio(s) or other series of the Trust, to the extent any other subadvisers are engaged by the Adviser, or any other subadvisers to other investment companies that are under common control with the Trust, concerning transactions of the Portfolio(s) in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of rule 12d3-1 under the Act. The Adviser acknowledges that the Subadviser and its delegates do not hold client money and/or custody assets.
Appears in 1 contract
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the Corporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion, and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or of the Corporation is required to maintain, and will render regular reports to the Adviser and to officers and Directors of the Corporation concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors of the Corporation and in compliance with such policies as the Directors of the Corporation may from time to time establish and communicate to Subadviserestablish, and in compliance with (a) the objectives, policies, and limitations for the Portfolio Portfolios set forth in the Corporation's ’s current prospectus and statement of additional information as provided to Subadviser, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets which it manages of each Portfolio the Portfolios set forth in Schedule A will at all times be operated and managed in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereofforegoing, the Subadviser represents and warrants that, solely with respect to the portion of each Portfolio that Subadviser manages, and recognizing the Subadviser’s limited control over certain compliance matters relevant to those Portfolios, the Subadviser will cooperate to ensure (1) that qualification, election, and maintenance of such election by the Subadviser's management of the managed portion of the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated as a "“regulated investment company" ” under subchapter Subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "“Code"), ”) and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate for the managed portion of the Portfolio; (b) applicable federal and state securities, commodities, and banking laws relevant to the investment managed portion of the Portfolio; and (c) the Adviser’s determinations regarding distribution requirements necessary to avoid payment of any excise tax by the managed portion of the Portfolio pursuant to Section 4982 of the Code. The Subadviser also represents and warrants that in furnishing services hereunder, the Subadviser will not consult with any other subadviser of the Portfolios or other series of the Corporation, or any other subadvisers to other investments companies that are under common control with the Corporation, concerning transactions of the Portfolios in securities or other assets, including depositing those assets in custody other than for purposes of complying with institutions designated by the Corporation; conditions of paragraphs (a) and (b) federal and state securities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for of rule 12d3-1 under the Act. For purposes of Section 17(a)complying with the preceding sentence the Subadviser may rely on a list, (d) and (e) as amended from time to time, of subadvisers of the ActFund, and any subadviser to other investment companies that are under common control with the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it Fund, provided by the Adviser. The Subadviser further represents and warrants that to the extent any statements or omissions made in any Registration Statement for shares of the Corporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "“1933 Act"”) and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 1 contract
Samples: Subadvisory Agreement (Sunamerica Focused Series Inc)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the Corporation. Pursuant to this Subadvisory Agreement and subject Subject to the oversight and review supervision of the Adviser, the Subadviser will manage shall continuously furnish an investment program for the investment Fund and reinvestment of a shall determine from time to time which securities shall be purchased, sold or exchanged and what portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine the Fund shall be held in its discretionthe various securities in which the Fund invests or in cash, and subject always to the oversight and review restrictions of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation is required to maintain, Articles of Incorporation and will render regular reports to the Adviser and to officers and Directors By-Laws of the Corporation concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors of the Corporation and in compliance with such policies Fund, as the Directors of the Corporation may amended from time to time establish time, the provisions of the Investment Company act and communicate the statements relating to Subadviserthe Fund's investment objective, investment policies and in compliance with (a) investment restrictions as the objectives, policies, and limitations for the Portfolio same are set forth in the Corporation's current currently effective prospectus and statement of additional information as provided to Subadviser, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion shares of the assets Fund under the Securities Act of each Portfolio set forth in Schedule A in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management of the portion of the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Internal Revenue Code of 19861933, as amended (the "CodeProspectus" and "Statement of Additional Information," respectively). Subject to the supervision of the Adviser, the Subadviser may make determinations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's securities shall be exercised. Subject to the supervision of the Adviser, the Subadviser shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and (2) compliance in particular to place all orders for the purchase or sale of portfolio securities for the Fund's account with (a) brokers or dealers selected by it, and to that end, the Subadviser is authorized as the agent of the Fund to give instructions to the Custodian of the Fund as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Subadviser is directed at all times, subject to the supervision of the Adviser, to seek to obtain executions and price within the policy guidelines determined by the Board of Directors of the Fund and set forth in the Prospectus and Statement of Additional Information. Subject to this requirement and the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the Corporation; and (b) federal and state securities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) and (e) of the Investment Company Act, the Securities Exchange Act of 1934, as amended, and other applicable provisions of law, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by may select brokers or dealers with which the Adviser. The , the Subadviser further represents and warrants that to the extent any statements or omissions made in any Registration Statement for shares of the CorporationFund, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreementis affiliated.
Appears in 1 contract
Samples: Subadvisory Agreement (Crabbe Huson Real Estate Investment Fund Inc)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the Corporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion, and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation is required to maintain, and will render regular reports to the Adviser and to officers and Directors of the Corporation concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors of the Corporation and in compliance with such policies as the Directors of the Corporation may from time to time establish and communicate to Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Portfolio set forth in the Corporation's ’s current prospectus and statement of additional information as provided to Subadviser, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "“Litigation"”), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's ’s management of the portion of the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated as a "“regulated investment company" ” under subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "“Code"”), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the Corporation; and (b) federal and state securities and commodities laws applicable to Subadviser's ’s portfolio management responsibilities; provided that for purposes of Section 17(a), (d) and (e) of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the Adviser. The Subadviser further represents and warrants that to the extent any statements or omissions made in any Registration Statement for shares of the Corporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "“1933 Act"”) and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 1 contract
Samples: Subadvisory Agreement (Sunamerica Focused Series Inc)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the CorporationTrust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion, discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate as delivered in writing to the Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Portfolio Portfolio(s) set forth in the Corporation's Trust’s current prospectus and statement of additional information as provided delivered to the Subadviser, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any will operate and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A (1) in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's ’s management of the portion Portfolio and investments; and (2) so as not to jeopardize either the treatment of the assets of a Portfolio will be designed to achieve qualification SunAmerica Series Trust variable annuity contracts issued by each Portfolio to be treated Variable Separate Account and FS Variable Separate Account (File Nos. 33-47473 and 33-85014, respectively; hereinafter “Contracts”), or such other variable annuity contracts established in the future, as a "regulated investment company" under subchapter M, chapter 1 annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "“Code"”). Without limiting the foregoing, and (2) the Subadviser agrees to manage the Portfolio in compliance with (a) the provisions of the Act and rules adopted thereunder that relate to thereunder; (b) the investment diversification requirements specified in the Internal Revenue Service’s regulations under Section 817(h) of Portfolio assets, including depositing those assets in custody with institutions designated by the CorporationCode; (c) applicable state insurance laws; and (bd) applicable federal and state securities securities, commodities and commodities laws applicable to Subadviser's portfolio management responsibilitiesbanking laws; provided that for Adviser shall provide Subadviser with written direction as to the requirements of applicable state insurance laws and applicable federal and state banking laws. For purposes of Section 17(a)the preceding sentence, (d) disclosure in the Trust’s prospectus and/or statement of additional information of applicable state insurance laws and (e) of regulations and applicable federal and state banking laws and regulations shall constitute “written direction” thereof. The Adviser acknowledges and agrees that the ActSubadviser’s compliance with its obligations under this Agreement will be based, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it part, on information supplied by the Adviser, or an agent thereof, as to each Portfolio, including but not limited to, portfolio security lot level realized and unrealized gain/loss allocation. The Adviser agrees that all such information will be supplied on a timely basis. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the CorporationTrust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "“1933 Act"”) and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. The Subadviser shall not have any responsibility for the administrative affairs of the Portfolio, including any responsibility for the calculation of the net asset value of the Portfolio’s shares or shareholder accounting services; provided, however, that the Subadviser shall, as requested from time to time by the Adviser, assist the Adviser in obtaining pricing information relating to the Portfolio’s investment securities. The Subadviser also represents and warrants that in furnishing services hereunder, the Subadviser will not consult with any other subadviser of the Portfolios or other series of the Trust, to the extent any other subadvisers are engaged by the Adviser, or any other subadvisers to other investments companies that are under common control with the Trust, concerning transactions of the Portfolios in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of rule 12d3-1 under the Act.
Appears in 1 contract
Duties of the Subadviser. (a) The Adviser hereby engages appoints the services of the Subadviser Subadviser, in furtherance of its Investment Advisory and Management Agreement with the Corporation. Pursuant Trust, to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion, discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities the Portfolio's investment activity which the Adviser or the Corporation Subadviser is required to maintainmaintain in connection therewith, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate to Subadviserestablish, and in compliance with (a) the objectives, policies, and limitations for the Portfolio Portfolio(s) set forth in the CorporationTrust's current prospectus and statement of additional information as provided to Subadviserinformation, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any will operate and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion each of the assets of each Portfolio Portfolios set forth in Schedule A at all times (1) in compliance with all applicable federal and state laws governing its operations and investments. Without limiting investments as set forth below; (2) so as not to jeopardize either the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management treatment of the portion of the assets of a Portfolio will be designed to achieve qualification Seasons variable annuity contracts issued by each Portfolio to be treated Variable Annuity Account Five (File No. 33-08859; hereinafter "Contracts") as a "regulated investment company" under subchapter M, chapter 1 annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "Code"), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and (23) to minimize any taxes and/or penalties payable by the Trust or such Portfolio. The Subadviser agrees to manage the portfolio in compliance with (a) the provisions of the Act and rules adopted thereunder that relate to thereunder; (b) the investment diversification requirements specified in Subchapter M, Chapter 1 of Portfolio assetsthe Code, including depositing those assets and in custody with institutions designated by the CorporationInternal Revenue Service's regulations under Section 817(h) of the Code; (c) applicable state insurance laws; and (bd) applicable federal and state securities securities, commodities and commodities laws applicable to Subadviser's portfolio management responsibilities; banking laws, provided that for Adviser shall provide Subadviser with written direction as to the requirements of applicable state insurance laws and applicable federal and state banking laws. For purposes of Section 17(a)the preceding sentence, (d) disclosure in the Trust's prospectus and/or statement of additional information of applicable state insurance laws and (e) of the Act, the Subadviser regulations and applicable federal and state banking laws and regulations shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the Adviserconstitute "written direction" thereof. The Subadviser further represents and warrants that to the extent that any statements or omissions regarding the Subadviser made in any Registration Statement for the Contracts or shares of the CorporationTrust, or any amendment or supplement thereto, are made in reliance upon and in conformity with written information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. In addition, the Adviser represents and warrants that the Registration Statement for the Contract or shares of the Trust, or any amendment or supplement thereto, other than statements or omissions regarding the Subadviser provided in writing by the Subadviser expressly for use therein, will, when they become effective, conform in all material respects to the requirements of the 1933 Act and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment appointment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 1 contract
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the Corporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion, and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Subadviser is required to maintain, and will render regular reports to the Adviser and to officers and Directors of the Corporation concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors of the Corporation and in compliance with such policies as the Directors of the Corporation may from time to time establish and communicate to Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Portfolio set forth in the Corporation's current prospectus and statement of additional information as provided to Subadviser, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets of each Portfolio set forth in Schedule A in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management of the portion of the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the Corporation; and (b) federal and state securities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) and (e) of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the Adviser. The Subadviser further represents and warrants that to the extent any statements or omissions made in any Registration Statement for shares of the Corporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such portions of the Registration Statement and any amendments or supplements thereto made in reliance upon and in conformity with information furnished by the Subadviser will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 1 contract
Samples: Subadvisory Agreement (Sunamerica Focused Series Inc)
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the CorporationTrust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion, discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate in 2 writing to the Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Portfolio Portfolio(s) set forth in the CorporationTrust's current prospectus and statement of additional information as most recently provided by the Adviser to the Subadviser, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion each of the assets of each Portfolio Portfolios set forth in Schedule A will at all times be operated and managed (1) in compliance with all applicable federal and state laws governing its operations investments; and investments. Without limiting (2) so as to comply with such information provided by the foregoing and subject Adviser to Section 11(c) hereof, the Subadviser represents and warrants (1) that which is intended to protect the Subadviser's management treatment of the portion of variable annuity contracts which invest in the assets of a Portfolio will be designed to achieve qualification by each Portfolio to be treated Portfolios (hereinafter "Contracts") as a "regulated investment company" under subchapter M, chapter 1 annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "Code"), and (2the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold, and to minimize any taxes and/or penalties payable by the Trust or such Portfolio(s). The Subadviser represents and warrants that, unless directions given by the Trustees or the Adviser to the Subadviser prevent the Subadviser from doing so, the Subadviser will cause the Portfolio(s) compliance to comply with (a) the provisions of the Act and rules adopted thereunder that which relate to the investment of Portfolio the Portfolio(s)' assets, including depositing those assets in custody with institutions designated by the Corporation; and (b) federal and state securities and commodities laws applicable to Subadviserthe diversification requirements specified in the Internal Revenue Service's portfolio management responsibilities; provided that for purposes of regulations under Section 17(a), (d) and (e817(h) of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the AdviserCode. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the CorporationTrust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use thereintherein ("Furnished Information"), such Registration Statement and any amendments or supplements thereto will, with respect to the Furnished Information, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Further, any statements or omissions in any Registration Statement for the Contracts or shares of the Trust, or any amendment or supplement thereto, which are made based upon Furnished Information and which have been provided to Subadviser for its review, shall be deemed acknowledged and approved by Subadviser, unless Subadviser provides Adviser with written indication to the contrary within 5 business days of its receipt of the Registration Statement, amendment or supplement for review. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 1 contract
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with the CorporationTrust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine determine, in its discretion, discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate to Subadviserestablish, and in compliance with (a) the objectives, policies, and limitations for the Portfolio Portfolio(s) set forth in the CorporationTrust's current prospectus and statement of additional information as provided to Subadviserinformation, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Subadviser agrees that it shall provide the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets as sets allocated to it of each Portfolio of the Portfolios set forth in Schedule A will at all times be operated and managed (1) in compliance with all applicable federal and state laws governing its operations and investments. Without limiting ; (2) so as not to jeopardize either the foregoing and subject to Section 11(c) hereof, the Subadviser represents and warrants (1) that the Subadviser's management treatment of the portion of the assets of a Portfolio will be designed to achieve qualification Seasons variable annuity contracts issued by each Portfolio to be treated Variable Annuity Account Five (File No. 33-08859; hereinafter "Contracts") as a "regulated investment company" under subchapter M, chapter 1 annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "Code"), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and (3) to minimize any taxes and/or penalties payable by the Trust or such Portfolio. Without limiting the foregoing, the Subadviser represents and warrants (1) qualification, election and maintenance of such election by each Portfolio to be treated as a "regulated investment company" under Subchapter M, chapter 1 of the Code, and (2) compliance with (a) the provisions of the Act and rules adopted thereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the Corporationthereunder; and (b) the diversification requirements specified in the Internal Revenue Service's regulations under Section 817(h) of the Code; (c) applicable state insurance laws; (d) applicable federal and state securities securities, commodities and commodities laws applicable to Subadviser's portfolio management responsibilitiesbanking laws; provided that for purposes of Section 17(a), (d) and (e) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Act, the Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the AdviserCode. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the CorporationTrust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.
Appears in 1 contract
Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment the Advisory and Management Agreement with the CorporationTrust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine determine, in its discretion, discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Corporation Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors Trustees of the Corporation Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors Trustees of the Corporation Trust and in compliance with such policies as the Directors Trustees of the Corporation Trust may from time to time establish and communicate to Subadviserestablish, and in compliance with (a) the objectives, policies, and limitations for the Portfolio Portfolio(s) set forth in the CorporationTrust's current prospectus and statement of additional information as provided to Subadviserinformation, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder manage the portion of the assets of a Portfolio allocated to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, it as if it was a separate operating portfolio and the Adviser acknowledges provisions, representations and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, warranties of this Section 1 of the Subadviser agrees that it Subadvisory Agreement shall provide apply only the Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested portion of assets of a Portfolio managed by the AdviserSubadviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets allocated to it of each Portfolio set forth in Schedule A will at all times be operated and managed in compliance with all applicable federal and state laws laws, including securities, commodities and banking laws, governing its operations and investments. Without limiting the foregoing and subject to Section 11(c) hereofforegoing, the Subadviser represents and warrants (1) that the Subadviser's management of it will manage the portion of the assets allocated to it of a Portfolio will be designed to achieve qualification by each Portfolio to be treated as a "regulated investment company" in compliance with (a) the diversification requirements specified in the Internal Revenue Services's regulations under subchapter M, chapter 1 Section 817(h) of the Internal Revenue Code of 1986, as amended (the "Code"), and ; (2) compliance with (ab) the provisions of the 1940 Act and rules adopted thereunder that relate to the investment of Portfolio assetsthereunder; (c) applicable state insurance laws, including depositing those assets in custody with institutions designated as may be notified by the CorporationAdviser; and (b) federal and state securities and commodities laws applicable to Subadviser's portfolio management responsibilities; provided that for purposes of Section 17(a), (d) the objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in the Trust's current prospectus and statement of additional information as most recently provided by the Adviser to the Subadviser; and (e) the policies and procedures as adopted by the Trustees of the ActTrust. The Adviser agrees that it, and not the Subadviser, shall be solely responsible for insuring that each Portfolio set forth in Schedule A managed by the Subadviser (i) qualifies as a "regulated investment company" under Subchapter M, chapter 1 of the Code; and (ii) complies with any limits in its current prospectus or statement of additional information concerning concentration of investments or the amount of assets that may be invested by the Portfolio in any one or more securities. Should the Adviser determine that the Portfolio is not in compliance with Subchapter M, chapter 1 of the Code, the Subadviser agrees to follow instructions of the Adviser to remedy such non-compliance. The Subadviser shall effect compliance only in relation furnish information to its own affiliates and to affiliated persons identified to it by the Adviser, as requested, for purposes of compliance with the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the variable annuity contracts which offer the Portfolio(s) or shares of the CorporationTrust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto information will, when they become the Registration Statement becomes effective, conform in all material respects to the requirements of the Securities Act of 1933, as amended (the "1933 Act"), and the rules and regulations of the Securities and Exchange Commission thereunder (the "1933 ActCommission") thereunder and the 1940 Act and the information provided by the Subadviser will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment agrees: (a) to maintain a level of errors and agreesomissions or professional liability insurance coverage that, at all times during the course of this Agreement, is appropriate given the nature of its own expensebusiness, and (b) from time to time and upon reasonable request, to render supply evidence of such coverage to the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this AgreementAdviser.
Appears in 1 contract
