Common use of Duties of the Subadviser Clause in Contracts

Duties of the Subadviser. (a) The Subadviser shall, subject to the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and procedures. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 50 contracts

Samples: Investment Subadvisory Agreement (Massmutual Select Funds), Investment Subadvisory Agreement (Massmutual Select Funds), Investment Subadvisory Agreement (Massmutual Select Funds)

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Duties of the Subadviser. (a) The Subadviser shall, subject to the direction and control of the Trust’s Board of Trustees and MML AdvisersMassMutual, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers MassMutual gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and proceduresinvested. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers MassMutual such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers MassMutual or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers MassMutual and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following other clients with the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers MassMutual reasonably deems necessary or desirable to enable MML Advisers MassMutual to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers MassMutual and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers MassMutual or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers MassMutual or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers MassMutual (or their agents or accountants), upon reasonable prior written request by MML Advisers MassMutual to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunderhereunder and such other books and records of the Subadviser as are necessary to confirm that the Subadviser has complied with its obligations and duties under this Subadvisory Agreement. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers MassMutual and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers MassMutual serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers MassMutual or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers MassMutual (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML AdvisersMassMutual, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML AdvisersMassMutual, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML AdvisersMassMutual. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 26 contracts

Samples: Investment Subadvisory Agreement (MML Series Investment Fund), Investment Subadvisory Agreement (MML Series Investment Fund II), Investment Subadvisory Agreement (MML Series Investment Fund)

Duties of the Subadviser. Subject to supervision by the Adviser and the Trust’s Board of Trustees, the Subadviser shall manage all of the securities and other assets of each Fund entrusted to it hereunder (the “Assets”), including the purchase, retention and disposition of the Assets in accordance with the Fund’s investment objectives, policies, and restrictions as stated in each Fund’s then current prospectus and statement of additional information, as may be amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following: (a) The Subadviser will provide investment advisory services to the Fund and shall, in such capacity, determine from time to time what Assets will be purchased, retained, or sold by the Fund, and what portion of the Assets will be invested or held uninvested in cash, subject to the direction of the Adviser and control the Board of Trustees of the Trust. (b) In the performance of its duties and obligations under this Agreement, the Subadviser shall act in conformity with the Trust’s Board Declaration of Trustees Trust (as defined herein), the Prospectus, and MML Advisers, (i) provide a continuing investment program for the Portfolio instructions and determine what securities or other investments shall be purchased or sold by directions of the Portfolio; (ii) arrange, subject to the provisions Adviser and of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions and will conform to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and procedures. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX the 1940 Act, the Internal Revenue Code of 1986 (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time. (c) The Subadviser shall determine the Assets to be purchased or sold by each Fund as provided in subparagraph (a) above and will place orders with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in each Fund’s Prospectus or as the Board of Trustees or the Adviser may direct in writing from time to time, in conformity with all federal securities laws. In executing Fund transactions and selecting brokers or dealers, the Subadviser will use its best efforts to seek on behalf of each Fund the best overall terms available. In assessing the best overall terms available for any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreementtransaction, the Subadviser shall have consider all factors that it deems relevant, including the authority to buybreadth of the market in the security, sell the price of the security, the financial condition and execution capability of the broker or otherwise effect investment transactions dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the name broker-dealer to execute a particular transaction, the Subadviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Fund, including without limitation, Securities Exchange Act of 1934 (the power to enter into swap, futures, options and other agreements “Exchange Act”)). Consistent with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or any guidelines established by the Board of Trustees of the Trust shall reasonably request and Section 28(e) of the Exchange Act, the Subadviser is authorized to pay to a broker or as required by applicable law dealer who provides such brokerage and research services a commission for executing a portfolio transaction for each Fund that is in excess of the amount of commission another broker or regulation, includingdealer would have charged for effecting that transaction if, but not limited toonly if, compliance reports and those reports listed the Subadviser determines in Appendix A. (c) The Subadviser shall provide full and prompt disclosure good faith that such commission was reasonable in relation to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any value of the foregoing, including, but not limited to, information regarding any change brokerage and research services provided by such broker or dealer viewed in control terms of that particular transaction or in terms of the overall responsibilities of the Subadviser to its discretionary clients, including the Funds. In addition, the Subadviser is authorized to allocate purchase and sale orders for securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Subadviser, or the Trust’s principal underwriter) if the Subadviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the Funds’ Assets be purchased from or sold to the Adviser, Subadviser, the Trust’s principal underwriter, or any change in its personnel that could materially affect affiliated person of either, the services provided by the Subadviser to the Fund hereunderTrust, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls Adviser, the Subadviser, information regarding or the investment performance and general investment methods of principal underwriter, acting as principal in the Subadviser or its principals and affiliates relating transaction, except to the Portfolio extent permitted by the Securities and Exchange Commission (“SEC”) and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order1940 Act. (d) The Subadviser (i) shall maintain such all books and records as are with respect to transactions involving the Assets required by subparagraphs (b)(5), (b)(6), (b)(7), (b)(9), (b)(10), and (b)(11) and paragraph (f) of Rule 31a-1 under the Act or other applicable law, based on 1940 Act. The Subadviser shall provide to the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers Adviser or the Board of Trustees such periodic and special reports, balance sheets or financial information, and such other information with regard to its affairs as the Adviser or Board of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written noticeTrustees may reasonably request. The Subadviser shall provide keep the Fund books and MML Advisers (or their agents or accountants), upon reasonable prior written request records relating to the Assets required to be maintained by MML Advisers the Subadviser under this Agreement and shall timely furnish to the Adviser all information relating to the Subadviser, with access ’s services under this Agreement needed by the Adviser to inspect at keep the Subadviser’s office during normal business hours the other books and records of the Funds required by Rule 31a-1 under the 1940 Act. The Subadviser shall also furnish to the Adviser any other information relating to the Portfolio and Assets that is required to be filed by the Subadviser’s performance hereunderAdviser or the Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Trust obtains from the SEC. The Subadviser agrees that all records which that it maintains relating to on behalf of the Fund Funds are property of the Fund, Funds and the Subadviser will surrender promptly surrender to the Fund Funds any of such records or copies thereof upon the Fund’s Funds’ request. The ; provided, however, that the Subadviser may maintain copies retain a copy of any such records and further agrees to records. In addition, for the duration of this Agreement, the Subadviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates , and shall transfer said records to any third party any successor subadviser upon the termination of its obligations under this Section 2(d) relating to books and recordsAgreement (or, the Subadviser (i) shall only do so if there is no successor subadviser, to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory AgreementAdviser). (e) On The Subadviser shall provide the Funds’ custodian on each business day the Subadviser shall provide to the Fund’s custodian with information relating to all transactions concerning the Portfolio’s assets Funds’ Assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any Adviser with such additional information as reasonably requestedupon request by the Adviser. (f) The investment management services provided by the Subadviser agrees under this Agreement are not to reimburse MML Advisers be deemed exclusive and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with Subadviser shall be free to render similar services to others as long as such services do not impair the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements services rendered to the Disclosure Documents due to material changes caused by Adviser or relating to the Subadviser, except for any such costs which may properly be charged to the FundTrust. (g) The Subadviser shall promptly notify the Adviser of any financial condition that is likely to impair the Subadviser’s ability to fulfill its commitment under this Agreement. (h) The Subadviser shall not be responsible for reviewing proxy solicitation materials or voting and handling proxies in relation to the securities held as Assets in the Funds. If the Subadviser receives a misdirected proxy, it shall promptly forward such misdirected proxy to the Adviser. (i) In performance of its duties and obligations under this Agreement, the Subadviser shall not consult with any other subadviser to the Fund Funds or any other a subadviser to any other a portfolio that is under common control with the Funds concerning the Assets, except as permitted by the policies and procedures of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Funds. The Subadviser shall not be subject provide investment advice to any liability to MML Advisers, assets of the Trust or Funds other than the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunderAssets. (j) The Subadviser shall have no liability for comply with Rule 206(4)-7 under the acts or omissions Investment Advisers Act of any custodian 1940, as amended, and provide an annual certification to the Adviser and Trust stating that the Subadviser has implemented a compliance program that is reasonably designed to prevent violations of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser federal securities laws with respect to the performance of its obligations services provided pursuant to this Agreement. The Subadviser shall provide access to personnel, records, communications, systems, and all other relevant material as may be requested by the Adviser or the Trust periodically, including but not limited to remote and on-site testing, due diligence reviews, and periodic compliance-related reports and certifications. Services to be furnished by the Subadviser under this Subadvisory Agreement. Such engagement shall not involve Agreement may be furnished through the medium of any such person serving as an “adviser” to the Portfolio within the meaning of the Act Subadviser’s control affiliates, partners, officers or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporationsemployees.

Appears in 16 contracts

Samples: Investment Subadvisory Agreement (RidgeWorth Funds), Investment Subadvisory Agreement (RidgeWorth Funds), Investment Subadvisory Agreement (RidgeWorth Funds)

Duties of the Subadviser. (a) The Subadviser shall, subject will make decisions with respect to all purchases and sales of securities and other investment assets in each Fund to the direction extent such authority is delegated by the Adviser. To carry out such decisions, the Subadviser is hereby authorized, as agent and control attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust’s Board , to place orders and issue instructions with respect to those transactions of Trustees the Funds. In all purchases, sales and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of transactions in securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contraryFunds, the Subadviser shall vote is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or determine to abstain from voting all proxies solicited by or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the issuers furtherance or conduct of securities in which assets such purchases, sales or other transactions. Consistent with Section 28(e) of the Portfolio are invested for which Securities Exchange Act of 1934, as amended, the Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and procedures. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting may allocate brokerage on behalf of the Funds to broker-dealers who provide research services. The Subadviser may aggregate sales and purchase orders of the assets of the Funds with similar orders being made simultaneously for other accounts advised by the Subadviser or its affiliates. Whenever the Subadviser simultaneously places orders to purchase or sell the same asset on behalf of a Fund as is necessary for and one or more other accounts advised by the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory AgreementSubadviser, the Subadviser shall have the authority orders will be allocated as to buy, sell or otherwise effect investment transactions for price and amount among all such accounts in the name of the Fund, including without limitation, the power a manner believed to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from be equitable over time to time in order to carry out the Subadviser’s responsibilities hereundereach account. (b) The Subadviser shall provide will report to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, Board at each meeting thereof as MML Advisers requested by the Adviser or the Board all material changes in each Fund since the prior report, and will also keep the Board informed of Trustees important developments affecting the Trust, the Funds and the Subadviser, and on its own initiative, will furnish the Board from time to time with such information as the Subadviser may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in the Funds' holdings, the industries in which they engage, the economic, social or political conditions prevailing in each country in which the Funds maintain investments, or otherwise. The Subadviser will also furnish the Board with such statistical and analytical information with respect to investments of the Trust shall reasonably request Funds as the Subadviser may believe appropriate or as required the Board reasonably may request. In making purchases and sales of securities and other investment assets for the Funds, the Subadviser will bear in mind the policies set from time to time by the Board as well as the limitations imposed by the Organic Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, and other applicable law or regulationlaws and the investment objectives, including, but not limited to, compliance reports policies and those reports listed in Appendix A.restrictions of the Funds. (c) The Subadviser shall provide full and prompt disclosure will from time to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates time employ or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of associate with such persons as the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser believes to the Fund hereunder, information regarding any material adverse change be particularly fitted to assist in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance execution of the Subadviser’s composite 's duties hereunder, the cost of accounts following the same or similar investment strategies as the Portfolio, information regarding the results performance of any examination conducted such duties to be borne and paid by the Commission Subadviser. No obligation may be incurred on the Trust's or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed Adviser's behalf in any filings required by any governmental agency or by any applicable law, regulation, rule or ordersuch respect. (d) The Subadviser will report to the Board all material matters related to the Subadviser. On an annual basis, the Subadviser shall report on its compliance with its Code to the Adviser and to the Board and upon the written request of the Adviser or the Trust, the Subadviser shall permit the Adviser and the Trust, or their respective representatives to examine the reports required to be made to the Subadviser under the Code. The Subadviser will notify the Adviser and the Trust of any change of control of the Subadviser and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Subadviser, in each case prior to or promptly after such change. (ie) shall The Subadviser will maintain such books records relating to its portfolio transactions and records placing and allocation of brokerage orders as are required to be maintained by the Trust under the Act 1940 Act. The Subadviser shall prepare and maintain, or other cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, based on all documents and records relating to the services provided by the Subadviser pursuant to this Subadvisory Agreement required to be prepared and as are necessary for MML Advisers maintained by the Subadviser or the Trust pursuant to meet its record keeping obligations generally set forth under Section 31 of applicable law. To the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants)extent required by law, upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records pertaining to the Trust which are in possession of the Subadviser relating to shall be the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s requestTrust. The Subadviser may maintain make and retain for its own use a copy of such books and records. The Adviser and the Trust, or their respective representatives, shall have access to such books and records at all times during the Subadviser's normal business hours. Upon the reasonable request of the Adviser or the Trust, copies of any such books and records and further agrees to preserve for the periods prescribed under the Act any such records as are required to shall be maintained provided promptly by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable lawAdviser and the Trust, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreementor their respective representatives. (ef) On The Subadviser will cooperate with each Fund's independent public accountants and shall take reasonable action to make all necessary information available to the accountants for the performance of the accountants' duties. (g) The Subadviser will provide the Funds' custodian and fund accountant on each business day the Subadviser shall provide to the Fund’s custodian with such information relating to all transactions concerning the Portfolio’s Funds' assets under the Subadviser's control as the custodian and fund accountant may reasonably require. In accordance with procedures adopted by the Board, the Subadviser is responsible for assisting in the fair valuation of all Fund assets and shall provide will use its reasonable efforts to arrange for the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence provision of invoices, bills, etc., associated with the production, printing and filing with the Commission (prices from parties who are not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio affiliated persons of the Trust or to any other investment company or investment company series Subadviser for each asset for which MML Advisers serves as investment adviser concerning transactions for the Fund Funds' fund accountant does not obtain prices in securities or other assets, other than for purposes the ordinary course of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Actbusiness. (h) As MML Advisers The Subadviser shall authorize and permit any of its directors, officers and employees who may be elected as Trustees or the Board of Trustees officers of the Trust may request from time to time, serve in the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, capacities in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as which they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisersare elected. (i) In Except as otherwise agreed to by the absence of willful misfeasanceTrust, bad faith, gross negligence or fraud on the part of Adviser and the Subadviser, during any period in which a Fund invests all (or reckless disregard substantially all) of its obligations and duties hereunderinvestment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts duties or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required obligations pursuant to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporationsFund.

Appears in 13 contracts

Samples: Subadvisory Agreement (Monteagle Funds), Subadvisory Agreement (Memorial Funds), Subadvisory Agreement (Monteagle Funds)

Duties of the Subadviser. (a) The Subadviser shall, subject will make decisions with respect to all purchases and sales of securities and other investment assets in each Fund to the direction extent such authority is delegated by the Adviser. To carry out such decisions, the Subadviser is hereby authorized, as agent and control attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust’s Board , to place orders and issue instructions with respect to those transactions of Trustees the Funds. In all purchases, sales and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of transactions in securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contraryFunds, the Subadviser shall vote is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or determine to abstain from voting all proxies solicited by or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the issuers furtherance or conduct of securities in which assets such purchases, sales or other transactions. Consistent with Section 28(e) of the Portfolio are invested for which Securities Exchange Act of 1934, as amended, the Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and procedures. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting may allocate brokerage on behalf of the Funds to broker-dealers who provide research services. The Subadviser may aggregate sales and purchase orders of the assets of the Funds with similar orders being made simultaneously for other accounts advised by the Subadviser or its affiliates. Whenever the Subadviser simultaneously places orders to purchase or sell the same asset on behalf of a Fund as is necessary for and one or more other accounts advised by the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory AgreementSubadviser, the Subadviser shall have the authority orders will be allocated as to buy, sell or otherwise effect investment transactions for price and amount among all such accounts in the name of the Fund, including without limitation, the power a manner believed to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from be equitable over time to time in order to carry out the Subadviser’s responsibilities hereundereach account. (b) The Subadviser shall provide will report to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, Board at each meeting thereof as MML Advisers requested by the Adviser or the Board all material changes in each Fund since the prior report, and will also keep the Board informed of Trustees important developments affecting the Trust, the Funds and the Subadviser, and on its own initiative, will furnish the Board from time to time with such information as the Subadviser may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in the Funds' holdings, the industries in which they engage, the economic, social or political conditions prevailing in each country in which the Funds maintain investments, or otherwise. The Subadviser will also furnish the Board with such statistical and analytical information with respect to investments of the Trust shall reasonably request Funds as the Subadviser may believe appropriate or as required the Board reasonably may request. In making purchases and sales of securities and other investment assets for the Funds, the Subadviser will bear in mind the policies set from time to time by the Board as well as the limitations imposed by the Organic Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, and other applicable law or regulationlaws and the investment objectives, including, but not limited to, compliance reports policies and those reports listed in Appendix A.restrictions of the Funds. (c) The Subadviser shall provide full and prompt disclosure will from time to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates time employ or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of associate with such persons as the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser believes to the Fund hereunder, information regarding any material adverse change be particularly fitted to assist in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance execution of the Subadviser’s composite 's duties hereunder, the cost of accounts following the same or similar investment strategies as the Portfolio, information regarding the results performance of any examination conducted such duties to be borne and paid by the Commission Subadviser. No obligation may be incurred on the Trust's or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed Adviser’s behalf in any filings required by any governmental agency or by any applicable law, regulation, rule or ordersuch respect. (d) The Subadviser will report to the Board all material matters related to the Subadviser. On an annual basis, the Subadviser shall report on its compliance with its Code to the Adviser and to the Board and upon the written request of the Adviser or the Trust, the Subadviser shall permit the Adviser and the Trust, or their respective representatives to examine the reports required to be made to the Subadviser under the Code. The Subadviser will notify the Adviser and the Trust of any change of control of the Subadviser and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Subadviser, in each case prior to or promptly after such change. (ie) shall The Subadviser will maintain such books records relating to its portfolio transactions and records placing and allocation of brokerage orders as are required to be maintained by the Trust under the Act 1940 Act. The Subadviser shall prepare and maintain, or other cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, based on all documents and records relating to the services provided by the Subadviser pursuant to this Subadvisory Agreement required to be prepared and as are necessary for MML Advisers maintained by the Subadviser or the Trust pursuant to meet its record keeping obligations generally set forth under Section 31 of applicable law. To the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants)extent required by law, upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records pertaining to the Trust which are in possession of the Subadviser relating to shall be the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s requestTrust. The Subadviser may maintain make and retain for its own use a copy of such books and records. The Adviser and the Trust, or their respective representatives, shall have access to such books and records at all times during the Subadviser's normal business hours. Upon the reasonable request of the Adviser or the Trust, copies of any such books and records and further agrees to preserve for the periods prescribed under the Act any such records as are required to shall be maintained provided promptly by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable lawAdviser and the Trust, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreementor their respective representatives. (ef) On The Subadviser will cooperate with each Fund’s independent public accountants and shall take reasonable action to make all necessary information available to the accountants for the performance of the accountants’ duties. (g) The Subadviser will provide the Funds’ custodian and fund accountant on each business day the Subadviser shall provide to the Fund’s custodian with such information relating to all transactions concerning the PortfolioFunds’ assets under the Subadviser’s control as the custodian and fund accountant may reasonably require. In accordance with procedures adopted by the Board, the Subadviser is responsible for assisting in the fair valuation of all Fund assets and shall provide will use its reasonable efforts to arrange for the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence provision of invoices, bills, etc., associated with the production, printing and filing with the Commission (prices from parties who are not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio affiliated persons of the Trust or to any other investment company or investment company series Subadviser for each asset for which MML Advisers serves as investment adviser concerning transactions for the Fund Funds’ fund accountant does not obtain prices in securities or other assets, other than for purposes the ordinary course of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Actbusiness. (h) As MML Advisers The Subadviser shall authorize and permit any of its directors, officers and employees who may be elected as Trustees or the Board of Trustees officers of the Trust may request from time to time, serve in the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, capacities in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as which they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisersare elected. (i) In Except as otherwise agreed to by the absence of willful misfeasanceTrust, bad faith, gross negligence or fraud on the part of Adviser and the Subadviser, during any period in which a Fund invests all (or reckless disregard substantially all) of its obligations and duties hereunderinvestment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts duties or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required obligations pursuant to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporationsFund.

Appears in 10 contracts

Samples: Subadvisory Agreement (Monteagle Funds), Subadvisory Agreement (Monteagle Funds), Subadvisory Agreement (Monteagle Funds)

Duties of the Subadviser. (a) The Subadviser shall, subject to the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and proceduresinvested. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Unless otherwise agreed to by MML Advisers and the Subadviser, Subadviser shall not act with respect to legal proceedings, including class actions or bankruptcies and notices of such proceedings. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunderhereunder and such other books and records of the Subadviser as are necessary to confirm that the Subadviser has complied with its obligations and duties under this Subadvisory Agreement. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 9 contracts

Samples: Investment Subadvisory Agreement (MML Series Investment Fund II), Investment Subadvisory Agreement (MML Series Investment Fund II), Investment Subadvisory Agreement (MML Series Investment Fund II)

Duties of the Subadviser. (a) The Subadviser shall, subject to the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and proceduresinvested. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Unless otherwise agreed to by MML Advisers and the Subadviser, Subadviser shall not act with respect to legal proceedings, including class actions or bankruptcies and notices of such proceedings. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunderhereunder and such other books and records of the Subadviser as are necessary to confirm that the Subadviser has complied with its obligations and duties under this Subadvisory Agreement. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-QCSR, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In The Subadviser may delegate any of its duties and obligations hereunder to any affiliated person, as such term is defined in the absence Act, that is eligible to serve as an investment adviser to an investment company registered under the Act on such terms and conditions as it deems necessary or appropriate, provided that (i) MML Advisers and the Board of willful misfeasance, bad faith, gross negligence or fraud on the part Trustees of the SubadviserTrust consent to any such delegation and to the terms and conditions thereof, or reckless disregard (ii) such delegation is pursuant to a written contract which receives prior approval by MML Advisers and the Board of its obligations and duties hereunderTrustees of the Trust, the Subadviser shall which may not be subject to any liability to materially amended without prior written approval of MML AdvisersAdvisers and the Board of Trustees of the Trust, and which provides for its automatic termination in the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, event this Subadvisory Agreement is terminated for any act or omission reason, and (iii) such delegation is permitted by and in conformity with the course of, or connected with, rendering services hereunder. (j) Act. The Subadviser shall have no liability be liable to MML Advisers and the Fund for any loss or damage arising out of, in connection with, or related to the acts actions, or omissions to act, of any custodian of delegee utilized hereunder as if such delegee were a party hereto. The Subadviser shall be solely responsible for compensating any delegee for services rendered, neither MML Advisers nor the Fund’s assets. (k) Provided that none of MML AdvisersFund may be held responsible, or otherwise liable for, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment payment of any rights amount due, or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporationswhich may become due to any delegee.

Appears in 8 contracts

Samples: Investment Subadvisory Agreement (MassMutual Advantage Funds), Investment Subadvisory Agreement (MassMutual Advantage Funds), Investment Subadvisory Agreement (MassMutual Advantage Funds)

Duties of the Subadviser. (a) The Subadviser shall, subject to the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and proceduresinvested. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following other clients with the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunderhereunder and such other books and records of the Subadviser as are necessary to confirm that the Subadviser has complied with its obligations and duties under this Subadvisory Agreement. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-QCSR, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 8 contracts

Samples: Investment Subadvisory Agreement (MML Series Investment Fund), Investment Subadvisory Agreement (Massmutual Select Funds), Investment Subadvisory Agreement (Massmutual Premier Funds)

Duties of the Subadviser. (a) The Subadviser shall, subject to Adviser hereby engages the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and procedures. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control services of the Subadviser or any change in furtherance of its personnel that could materially affect Investment Advisory and Management Agreement with the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant Trust. Pursuant to this Subadvisory Agreement and as are necessary for MML Advisers subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of the assets of 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 Trust is required to meet maintain, and will render regular reports to the Adviser and to officers and Trustees of the Trust concerning its record keeping obligations generally discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees of the Trust may from time to time establish and communicate to Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Funds set forth in 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 a 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 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 assets of each Fund, or portion of each Fund’s assets, allocated to it, as 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 all or a portion of the assets of a Fund will be designed to achieve qualification by the Fund to be treated as a “regulated investment company” under Section 31 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 thereunder; adopted thereunder that relate to the investment of Fund assets, including depositing those assets in custody with institutions designated by the Trust, and (iib) shall meet with any persons at the request federal and state securities and commodities laws applicable to Subadviser’s Fund management responsibilities; provided that for purposes of MML Advisers or the Board of Trustees Section 17(a), (d) and (e) of the Trust for Act, the purpose of reviewing Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written noticeAdviser. The Subadviser shall provide the Fund further represents and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers warrants that to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records extent any statements or omissions made in any Registration Statement for shares of the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser relating 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 Portfolio requirements of the Securities Act of 1933 and the Subadviser’s performance hereunderrules 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 also represents and warrants that all records which it maintains relating to the Fund are property of the Fundin furnishing services hereunder, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser of a Fund or other series of the Trust to the Fund extent any other subadvisers are engaged by the Adviser, or any other subadviser subadvisers to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser companies that are under common control with the Trust, concerning transactions for the of a Fund in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 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. (hb) As MML Advisers The Subadviser agrees: (i) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the Board course of Trustees this Agreement, is appropriate given the nature of the Trust may request its business; and (ii) from time to timetime and upon reasonable request, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that supply evidence of such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related coverage to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML AdvisersAdviser. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

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 Subadviser shall, subject to Adviser hereby engages the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and procedures. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control services of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any furtherance of its obligations under this Section 2(d) relating to books Investment Advisory and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply Management Agreement with the requirements of this Section 2(d) Trust. Pursuant to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions oversight and review of Section 5 hereof and applicable lawthe Adviser, the Subadviser will manage the investment and reinvestment of the assets of each Portfolio. The Subadviser will determine, in its 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 Trust is required to maintain, and will render regular reports to the Adviser and to officers and Trustees of the 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 obtain investment informationselect and (c) purchase, research sell, exchange or assistance from any other personconvert foreign currency in the spot or forward markets as necessary to facilitate transactions in international securities for the Portfolio(s). In addition, firm or corporation to assist the custodian shall provide the Subadviser with respect daily reports regarding the cash levels in the Portfolio. The Subadviser shall discharge the foregoing responsibilities subject to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning control of the Act or represent an assignment officers and the Trustees of any rights or responsibilitiesthe Trust and in compliance with such policies as the Trustees of the Trust may from time to time establish, and in compliance with (a) the Subadviser shall remain liable objectives, policies, restrictions and limitations for the performance Portfolio(s) as set forth in the Trust's current prospectus and statement of its obligations under this Subadvisory Agreement additional information; and for the acts (b) applicable laws and omissions of such persons, firms or corporationsregulations.

Appears in 7 contracts

Samples: Subadvisory Agreement (Sunamerica Series Trust), Subadvisory Agreement (Seasons Series Trust), Subadvisory Agreement (Seasons Series Trust)

Duties of the Subadviser. (a) The Subadviser shall, subject to Adviser hereby engages the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and procedures. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control services of the Subadviser or any change in furtherance of its personnel that could materially affect Investment Advisory and Management Agreement with the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant Corporation. Pursuant to this Subadvisory Agreement and as are necessary for MML Advisers 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 Trust Corporation is required to meet maintain, and will render regular reports to the Adviser and to officers and Directors of the Corporation concerning its record keeping obligations generally 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 Section 31 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 thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers adopted thereunder that relate to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records investment of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying including depositing those assets in custody with conditions of paragraphs (a) 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 Rule 12d3-1 under Section 17(a), (d) and (e) of the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide effect compliance only in relation to MML Advisers (i) information its own affiliates and commentary 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 the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance shares of the PortfolioCorporation, including or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the relevant market conditions 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 investment techniques rules and strategies used, regulations of the Commission thereunder (the "1933 Act") and do the Act and will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the information statements therein not misleading. The Subadviser accepts such employment and commentary not misleading 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. (Bb) provide additional certifications related The Subadviser agrees: (i) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the Subadviser’s management course of this Agreement, is appropriate given the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Qnature of its business, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; time and (iii) an annual certification from the Subadviser’s Chief Compliance Officerupon reasonable request, appointed under Rule 206(4)-7 under the Advisers Act, with respect to supply evidence of such coverage to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML AdvisersAdviser. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 7 contracts

Samples: Subadvisory Agreement (Sunamerica Focused Series Inc), Subadvisory Agreement (Sunamerica Focused Series Inc), Subadvisory Agreement (Style Select Series Inc)

Duties of the Subadviser. (a) The Subadviser shall, subject to the direction and control of the Trust’s Board of Trustees and MML AdvisersMassMutual, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers MassMutual gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and proceduresinvested. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers MassMutual such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers MassMutual or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers MassMutual and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following other clients with the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers MassMutual reasonably deems necessary or desirable to enable MML Advisers MassMutual to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers MassMutual and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers MassMutual or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers MassMutual or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers MassMutual (or their agents or accountants), upon reasonable prior written request by MML Advisers MassMutual to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunderhereunder and such other books and records of the Subadviser as are necessary to confirm that the Subadviser has complied with its obligations and duties under this Subadvisory Agreement. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc[Reserved., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund.] (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers MassMutual serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers MassMutual or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers MassMutual (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved reasonably requested by MML AdvisersMassMutual, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act, in formats reasonably requested by MassMutual; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML AdvisersMassMutual, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML AdvisersMassMutual. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML AdvisersMassMutual, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable lawhereof, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser supplement, update or otherwise improve its investment management services and may also engage any of its affiliates to provide it with investment management or advisory and related services with respect to the performance of its the Subadviser’s obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporationsaffiliates.

Appears in 7 contracts

Samples: Investment Subadvisory Agreement (Massmutual Select Funds), Investment Subadvisory Agreement (Massmutual Select Funds), Investment Subadvisory Agreement (Massmutual Select Funds)

Duties of the Subadviser. (a) The Subadviser shall, subject to the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and proceduresinvested. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunderhereunder and such other books and records of the Subadviser as are necessary to confirm that the Subadviser has complied with its obligations and duties under this Subadvisory Agreement. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The ; provided, however, the Subadviser may maintain copies of any such records and to comply with its recordkeeping obligations. The Subadviser further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged Subadviser and that were not attributable to actions or directions by MML Advisers or the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss summarize the key factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-QCSR, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certificationcertifications, as well as any requested sub-certifications, and responses to quarterly and annual questionnaires with respect to the Subadviser’s compliance program, compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, and other business matters in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 6 contracts

Samples: Investment Subadvisory Agreement (MassMutual Advantage Funds), Investment Subadvisory Agreement (MassMutual Advantage Funds), Investment Subadvisory Agreement (MassMutual Advantage Funds)

Duties of the Subadviser. (a) The Subadviser shallwill make decisions with respect to all purchases and sales of securities and other investment assets of the Allocated Assets. To carry out such decisions, the Subadviser is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to the Allocated Assets. In all purchases, sales and other transactions in securities and other investments in the Allocated Assets, the Subadviser is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions, including voting of proxies with respect to securities owned by the Fund, subject to such proxy voting policies as approved by the direction Board and including entering into such agreements (such as, but not limited to futures or other derivatives) as is deemed necessary by Subadviser to manage the Allocated Assets. All such investments will conform to investment objectives and guidelines as agreed to by the Subadviser and Adviser. The Subadviser shall have no responsibility under this Agreement with respect to the management of assets of the Fund other than the Allocated Assets. Consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (“1934 Act”) and applicable regulations and interpretations, the Subadviser, to the extent applicable, may allocate brokerage on behalf of the Fund to a broker-dealer who provides research services. Subject to compliance with Section 28(e), the Subadviser may cause Fund to pay to a broker-dealer who provides research services a commission that exceeds the commission the Fund might have paid to a different broker-dealer for the same transaction if the Subadviser determines, in good faith, that such amount of commission is reasonable in relation to the value of such brokerage or research services provided viewed in terms of that particular transaction or the Subadviser’s overall responsibilities to the Fund or its other advisory clients. The Subadviser may aggregate sales and purchase orders of the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Subadviser or its affiliates. Whenever the Subadviser simultaneously places orders to purchase or sell the same asset on behalf of the Fund and one or more other accounts advised by the Subadviser, the Subadviser will allocate the order as to price and amount among all such accounts in a manner believed to be equitable over time to each account. (b) For purposes of communicating with the Board, reports made by the Subadviser to the Adviser will meet the standards of communication to the Board, and the Adviser will be responsible for delivering those reports to the Board. The Subadviser will report to the Board at each meeting thereof as reasonably requested by the Adviser or the Board all material changes in the Allocated Assets of the Fund since the prior report, and will also keep the Board informed of important developments affecting the Trust, the Fund and the Subadviser, and on its own initiative, or as reasonably requested by the Adviser or the Board, will furnish the Board from time to time with such information as the Subadviser may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in the Fund’s holdings, the industries in which they engage, the economic, social or political conditions prevailing in each country in which the Fund maintains investments, or otherwise. The Subadviser will also furnish the Board with such statistical and analytical information with respect to investments of the Fund as the Subadviser may believe appropriate or as the Adviser or the Board reasonably may request. In making purchases and sales of securities and other investment assets for the Fund, the Subadviser will comply with the directions and policies set from time to time by the Board as well as the limitations imposed by the Trust’s or the Fund’s policies and procedures, the Registration Statement, the 1940 Act, the Securities Act, the 1934 Act, the Internal Revenue Code of 1986, as amended, and other applicable laws. In making purchases and sales of securities and other investment assets for the Fund, the Subadviser is prohibited from consulting with other subadvisers to the Fund, except for the purpose of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act. The Adviser will provide reasonable notice to the Subadviser of any material changes to the Trust’s policies and procedures applicable to the Fund and the Prospectus. (c) The Subadviser will from time to time employ or associate with such persons as the Subadviser believes to be particularly fitted to assist in the execution of the Subadviser’s duties hereunder, the cost of performance of such duties to be borne and paid by the Subadviser. No obligation may be incurred on the Trust’s or Adviser’s behalf in any such respect. The Adviser acknowledges receipt of the Subadviser’s privacy notice, Form ADV, and any applicable brochure supplements. (d) The Subadviser will report to the Board all matters related to the Subadviser that are material to the Subadviser’s performance of this Agreement. On an annual basis, the Subadviser shall report on its compliance with its Code to the Adviser and to the Board. The Subadviser will notify the Adviser and the Trust of any change of control of the Subadviser and any changes in the key personnel who are either the portfolio manager(s) of the Allocated Assets or senior management of the Subadviser, in each case prior to or promptly after such change. (e) The Subadviser will maintain records relating to its portfolio transactions and placing and allocation of brokerage orders with respect to the Allocated Assets as are required to be maintained by the Trust under the 1940 Act. The Subadviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Subadviser pursuant to this Agreement required to be prepared and maintained by the Subadviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Allocated Assets, which are in possession of the Subadviser, shall be the property of the Trust. The Adviser and the Trust, or their respective representatives, shall have reasonable access to such books and records upon two business days’ notice during the Subadviser’s normal business hours. Upon the reasonable request of the Adviser or the Trust, copies of any such books and records shall be provided promptly by the Subadviser to the Adviser and the Trust, or their respective representatives. (f) The Subadviser will cooperate with the Fund’s independent public accountants and shall take reasonable action to make all necessary information available to the accountants for the performance of the accountants’ duties. (g) The Subadviser will provide the Fund and the Fund’s custodian and fund accountant on each business day with such information relating to all transactions concerning the Allocated Assets as the Fund and the Fund’s custodian and fund accountant may reasonably require, including but not limited to information required to be provided under the Trust’s Board Portfolio Securities Valuation Procedures; provided however the Subadviser is only assisting the Fund in its pricing responsibilities and shall not be deemed the pricing agent for the Fund. (h) The Subadviser shall have no duties or obligations pursuant to this Agreement (other than the continuation of Trustees its preexisting duties and MML Advisers, obligations) during any period that the Adviser has not allocated any portion of the Fund’s assets to the Subadviser for management. (i) provide a continuing The Subadviser may invest Allocated Assets in registered, open-end, management investment program companies for which the Portfolio Subadviser serves as investment adviser or subadviser upon the prior notice to and determine what securities or other investments shall be purchased or sold consent of the Adviser, pursuant to the investment objectives and guidelines agreed to by the PortfolioSubadviser and Adviser. (j) The Subadviser may effect transactions with respect to the Allocated Assets pursuant to Rules 17a-7 and 17e-1 of the 1940 if such transactions are effected in accordance with the Trust’s Rule 17a-7 Procedures and Rule 17e-1 Procedures. (k) The Subadviser, at its expense, will provide the Adviser with such compliance reports and certifications relating to its duties under this Agreement and the federal securities laws as may be agreed upon by such parties from time to time. The Subadviser also shall: (i) cooperate with and provide reasonable assistance to the Adviser, the Trusts’ administrator, custodian, transfer agent and pricing agents and all other agents and representatives of the Fund, the Trust and the Adviser in carrying out their respective obligations to the Trust in respect of the Fund; (ii) arrange, subject keep all such persons fully informed as to such matters as they may reasonably deem necessary to the provisions performance of Section 5 hereoftheir obligations to the Fund, for the purchase Trust and sale of securities and other investments for the PortfolioAdviser; and (iii) provide reports on prompt responses to reasonable requests made by such persons; and (iv) maintain any appropriate interfaces with each so as to promote the foregoing to the Board efficient exchange of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the information. (l) The Subadviser written instructions to the contrary, the Subadviser shall will vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are Fund may be invested for from time to time and which Subadviser receives timely materials from constitute Allocated Assets in accordance with the Subadviser’s proxy voting policies and procedures, as approved by the Board. Notwithstanding the foregoing, the Adviser acknowledges and agrees that (i) the Fund’s custodiancustodian is responsible for advising or taking action, in accordance with Subadviser’s policies and procedures. The Subadviser shall provide the Fund in a timely manner with such records including filing proof of its proxy voting claim forms, on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX in any legal proceedings, including bankruptcies or any lawclass actions, rule, regulation involving securities held in or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and formerly held in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers Allocated Assets or the Board issuers of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; securities and (ii) shall meet with Subadviser will not be required to advise or take any persons at the request of MML Advisers or the Board of Trustees action on behalf of the Trust for Fund in any such legal proceedings, subject to the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written noticenext sentence. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants)will, upon reasonable prior written request by MML Advisers to the Subadviserhowever, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees that all records which promptly forward any claim forms it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide receives to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide reasonable assistance to the Fund’s extent necessary (e.g. provide factual information in its possession as the custodian, administrator and/or sub-administrator any such additional information as Fund or Adviser may reasonably requestedrequest). (fm) The Subadviser agrees to reimburse MML Advisers and does not guarantee the Fund for any reasonable costs, upon evidence future performance of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to specific level of performance, the success of any other portfolio investment decision or strategy that Subadviser may use, or the success of Subadviser’s overall management of the Trust or to any other Allocated Assets. The Adviser understands that investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions decisions made for the Fund in securities or other assetsby Subadviser are subject to various market, other than for purposes of complying with conditions of paragraphs (a) currency, economic, political, business and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisersstructural risks, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the those investment techniques and strategies used, and do decisions will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may always be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisersprofitable. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 6 contracts

Samples: Subadvisory Agreement (Forum Funds Ii), Subadvisory Agreement (Forum Funds Ii), Subadvisory Agreement (Forum Funds Ii)

Duties of the Subadviser. (a) The Subadviser shall, subject shall make decisions with respect to the direction all purchases and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale sales of securities and other investments for investment assets in the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meetingFund. Unless MML Advisers gives the Subadviser written instructions to the contraryTo carry out such decisions, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodianis hereby authorized, in accordance with Subadviser’s policies as agent and procedures. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary attorney-in-fact for the Fund to comply with Trust, for the requirements account of, at the risk of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Fund. In all purchases, sales and other transactions in securities for the Fund, including without limitation, the power Subadviser is authorized to enter into swap, futures, options exercise full discretion and other agreements act for the Trust in the same manner and with counterparties on the Fund’s behalf same force and effect as the Subadviser deems appropriate from time Trust might or could do with respect to time in order such purchases, sales or other transactions, as well as with respect to carry out all other things necessary or incidental to the Subadviser’s responsibilities hereunderfurtherance or conduct of such purchases, sales or other transactions. (b) The Subadviser shall provide will report to MML Advisers the Board at each meeting thereof all changes in the Fund since the prior report, and will also keep the Board informed of important developments affecting the Trust, the Fund and the Subadviser, and on its own initiative, will furnish the Board from time to time with such reports information as the Subadviser may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in the Fund's holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Fund maintains investments. The Subadviser will also furnish the Board with such statistical and analytical information with respect to securities in the Fund as the Subadviser may believe appropriate or as the Board reasonably may request. In making purchases and sales of securities for the PortfolioFund, on a monthlythe Subadviser will bear in mind the policies set from time to time by the Board as well as the limitations imposed by the Trust's Trust Instrument, quarterly or annual basisBy-Laws, Registration Statement under the Act and the Securities Act, the limitations in the Act and in the Internal Revenue Code of 1986, as MML Advisers or amended in respect of regulated investment companies and the Board of Trustees investment objectives, policies and restrictions of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A.Fund. (c) The Subadviser shall provide full and prompt disclosure may from time to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates time employ or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of associate with such persons as the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser believes to the Fund hereunder, information regarding any material adverse change be particularly fitted to assist in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance execution of the Subadviser’s composite 's duties hereunder, the cost of accounts following the same or similar investment strategies as the Portfolio, information regarding the results performance of any examination conducted such duties to be borne and paid by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to Subadviser. No obligation may be incurred on the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed Trust's behalf in any filings required by any governmental agency or by any applicable law, regulation, rule or ordersuch respect. (d) The Subadviser (i) shall maintain such books records relating to portfolio transactions and records the placing and allocation of brokerage orders as are required to be maintained by the Trust under the Act Act. The Subadviser shall prepare and maintain, or other cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, based on all documents and records relating to the services provided by the Subadviser pursuant to this Subadvisory Agreement required to be prepared and as are necessary for MML Advisers or maintained by the Trust pursuant to meet its record keeping obligations generally set forth under Section 31 the rules and regulations of any national, state, or local government entity with jurisdiction over the Act Trust, including the Securities and rules thereunder; Exchange Commission and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written noticeInternal Revenue Service. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records pertaining to the Trust which are in possession of the Subadviser relating to shall be the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s requestTrust. The Subadviser may maintain Trust, or the Trust's authorized representatives, shall have access to such books and records at all times during the Subadviser's normal business hours. Upon the reasonable request of the Trust, copies of any such books and records and further agrees to preserve for the periods prescribed under the Act any such records as are required to shall be maintained provided promptly by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunderTrust's authorized representatives. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 6 contracts

Samples: Investment Subadvisory Agreement (Norwest Advantage Funds), Investment Subadvisory Agreement (Norwest Advantage Funds /Me/), Investment Subadvisory Agreement (Norwest Advantage Funds)

Duties of the Subadviser. (a) The Subadviser shall, subject to the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and proceduresinvested. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Unless otherwise agreed to by MML Advisers and the Subadviser, Subadviser shall not act with respect to legal proceedings, including class actions or bankruptcies and notices of such proceedings. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the PortfolioPortfolio (subject to applicable restrictions on the release of client confidential information), information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunderhereunder and such other books and records of the Subadviser as are necessary to confirm that the Subadviser has complied with its obligations and duties under this Subadvisory Agreement. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 6 contracts

Samples: Investment Subadvisory Agreement (Massmutual Premier Funds), Investment Subadvisory Agreement (Massmutual Premier Funds), Investment Subadvisory Agreement (Massmutual Premier Funds)

Duties of the Subadviser. (a) The Subadviser shall, subject to the direction and control of the Trust’s Board of Trustees and MML AdvisersMassMutual, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers MassMutual gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and proceduresinvested. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties or issuers on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers MassMutual such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers MassMutual or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers MassMutual and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following other clients with the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers MassMutual reasonably deems necessary or desirable to enable MML Advisers MassMutual to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers MassMutual and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers MassMutual or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers MassMutual or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers MassMutual (or their agents or accountants), upon reasonable prior written request by MML Advisers MassMutual to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunderhereunder and such other books and records of the Subadviser as are necessary to confirm that the Subadviser has complied with its obligations and duties under this Subadvisory Agreement. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Advisers Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers MassMutual serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (hg) As MML Advisers MassMutual or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers MassMutual (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML AdvisersMassMutual, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML AdvisersMassMutual, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML AdvisersMassMutual. (ih) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML AdvisersMassMutual, the Trust Trust, or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 6 contracts

Samples: Investment Subadvisory Agreement (MML Series Investment Fund), Investment Subadvisory Agreement (MML Series Investment Fund), Investment Subadvisory Agreement (Massmutual Select Funds)

Duties of the Subadviser. (a) The Subadviser shallshall provide the Adviser with such investment advice and supervision as the Adviser may from time to time consider necessary for the 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 Trust. 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 a Portfolio allocated by the Adviser to the Subadviser shall be held uninvested, subject always to the direction and control restrictions of the Trust’s Board '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 and MML Advisersof the Trust may at any time, (i) provide a continuing investment program for upon written notice to the Portfolio and Subadviser, suspend or restrict the right of the Subadviser to determine what securities or other investments shall be purchased or sold on behalf of a Portfolio and what portion, if any, of the assets of a Portfolio allocated by the Portfolio; (ii) arrange, subject Adviser to the provisions of Section 5 hereofSubadviser shall be held uninvested. The Subadviser shall also, for as requested, make recommendations to the purchase Adviser as to the manner in which proxies, voting rights, rights to consent to corporate action and sale of any other rights pertaining to a Portfolio's portfolio securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to shall be exercised. Should the Board of Trustees of the Trust or the Adviser at each Board meeting. Unless MML Advisers gives any time, however, make any definite determination as to investment policy applicable to a Portfolio and notify the Subadviser written instructions to the contrarythereof in writing, the Subadviser shall vote be bound by such determination for the period, if any, specified in such notice or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and proceduresuntil similarly notified that such determination has been revoked. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting take, on behalf of each Portfolio, all actions which it deems necessary to implement the Fund investment policies determined as is necessary provided above, and in particular to place all orders for the Fund to comply purchase or sale of securities for each Portfolio's account with the requirements brokers or dealers selected by it, and to that end the Subadviser is authorized as the agent of Form N-PX or any law, rule, regulation or Commission position. Subject the Trust to give instructions to the provisions custodian and any subcustodian of this Subadvisory Agreementa 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 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 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 determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Portfolio. In making purchases or sales of securities or other property for the account of a Portfolio, the Subadviser shall have may deal with itself or with the authority to buy, sell or otherwise effect investment transactions for and in the name Trustees of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers 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 shall reasonably request or as required by applicable law or regulationTrust, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by discretion, may instruct the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial effect all or otherwise) a portion of the Subadviser its securities transactions with one or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted more brokers and/or dealers selected by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees Trustees, if it determines that the use of such brokers and/or dealers is in the best interest of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory AgreementTrust. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 5 contracts

Samples: Sub Management Agreement (Asset Allocation Portfolios), Sub Management Agreement (Landmark Funds I), Sub Management Agreement (Asset Allocation Portfolios)

Duties of the Subadviser. The Subadviser will serve the Manager as investment subadviser with respect to certain portfolio assets of each Fund, as set forth on the attached Schedule A. (a) The Subadviser shall, subject As investment subadviser to the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contraryFunds, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodianis hereby authorized and directed and hereby agrees, in accordance with the Subadviser’s 's best judgment and subject to the stated investment objectives, policies and procedures. The Subadviser shall provide restrictions of the Fund Funds as set forth in a timely manner the current prospectuses and statements of additional information of the Trust (including amendments) and in accordance with such records the Trust's Declaration of Trust, as amended, and By-laws governing the offering of its proxy voting on behalf of shares (collectively, the Fund as is necessary for "Trust Documents"), the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to 1940 Act and the provisions of this Subadvisory Agreementthe Internal Revenue Code of 1986, as amended (the Subadviser shall have the authority "Internal Revenue Code"), relating to buyregulated investment companies, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power subject to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf such resolutions as the Subadviser deems appropriate from time to time in order may be adopted by the Trust's Board of Trustees, and provided that the Trust Documents are all furnished to carry out the Subadviser’s responsibilities hereunder, to develop, recommend and implement such investment program and strategy for the Funds as may from time to time be most appropriate to the achievement of the investment objectives of the Funds as stated in the aforesaid prospectuses, to provide research and analysis relative to the investment program and investments of the Funds, to determine what securities should be purchased and sold and to monitor on a continuing basis the performance of the portfolio securities of the Funds. (b) The Subadviser shall provide agrees to MML Advisers such reports for comply with the Portfolio, investment objective and policies as set out in the Funds registration statement in providing its investment advisory services and to notify the Manager on a monthly, quarterly or annual basis, as MML Advisers or timely basis of any lapse in compliance with the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports objective and those reports listed in Appendix A.policies. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any (i) comply with all reasonable requests of the foregoingTrust (through the Manager) for information, includingincluding information required in connection with the Trust's filings with the Securities and Exchange Commission (the "SEC") and state securities commissions, but not limited to, information regarding any change in control and (ii) provide such other services as the Subadviser shall from time to time determine to be necessary or useful to the administration of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or orderFunds. (d) The Subadviser (i) shall maintain such books and records as are required under furnish to the Act or other applicable law, based on Manager for distribution to the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Trust's Board of Trustees periodic reports on the investment performance of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the each Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to on the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books Agreement and records, shall supply such additional reports and information as the Subadviser (i) Trust's officers or Board of Trustees shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreementreasonably request. (e) On each business day occasions when the Subadviser shall provide deems the purchase or sale of a security to be in the best interest of a Fund as well as other customers, the Subadviser, to the Fund’s custodian information relating extent permitted by applicable law, may aggregate the securities to all transactions concerning be so sold or purchased in order to obtain the Portfolio’s assets best execution or lower brokerage commissions, if any. The Subadviser also may purchase or sell a particular security for one or more customers in different amounts. On either occasion, and shall provide to the extent permitted by applicable law and regulations, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund involved and to such other customers. In no instance, however, will a Fund’s custodian's assets be purchased from or sold to the Manager, administrator and/or sub-administrator the Subadviser, the Trust's principal underwriter, or any such additional information affiliated person of either the Trust, the Manager, the Subadviser or the principal underwriter, acting as reasonably requestedprincipal in the transaction, except to the extent permitted by the SEC and the 1940 Act. (f) The Consistent with U.S. securities laws, the Subadviser agrees to reimburse MML Advisers adopt written trade allocation procedures that are "fair and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated equitable" to its clients which are consistent with the production, printing investment policies set out in the prospectuses and filing statements of additional information (including amendments) of the Funds or as the Trust's Board of Trustees may direct from time to time. The Subadviser also agrees to effect securities transactions in client accounts consistent with the Commission (not including attorneys’ fees or mailing costs) allocation system described in such written procedures, to keep accurate records of supplements such transactions and to the Disclosure Documents due fully disclose such trade allocation procedures and practices to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fundclients. (g) The Subadviser shall not consult provide the Funds' custodian on each business day with any other subadviser information relating to all transactions concerning each Fund's assets and shall provide the Fund or any other subadviser to any other portfolio Manager with such information upon request of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the ActManager. (h) As MML Advisers or The investment advisory services provided by the Board of Trustees of the Trust may request from time Subadviser under this Agreement are not to time, be deemed exclusive and the Subadviser shall timely provide be free to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reportsrender similar services to others, in a format approved by MML Advisers, and shall (A) certify that as long as such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and services do not contain any untrue statement of a material fact or omit to state a material fact necessary to make impair the information and commentary not misleading and (B) provide additional certifications related services rendered to the Subadviser’s management of Manager or the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML AdvisersTrust. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for promptly notify the acts or omissions Manager of any custodian of financial condition that is likely to impair the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required Subadviser's ability to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of fulfill its obligations commitment under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 5 contracts

Samples: Subadvisory Agreement (Ivy Fund), Subadvisory Agreement (Ivy Fund), Subadvisory Agreement (Mackenzie Investment Management Inc)

Duties of the Subadviser. Subject to supervision by the Adviser and the Trust’s Board of Trustees, the Subadviser shall manage all of the securities and other assets of each Fund entrusted to it hereunder (the “Assets”), including the purchase, retention and disposition of the Assets in accordance with the Fund’s investment objectives, policies, and restrictions as stated in each Fund’s then current prospectus and statement of additional information, as may be amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following: (a) The Subadviser will provide investment advisory services to the Fund and shall, in such capacity, determine from time to time what Assets will be purchased, retained, or sold by the Fund, and what portion of the Assets will be invested or held uninvested in cash, subject to the direction of the Adviser and control the Board of Trustees of the Trust. (b) In the performance of its duties and obligations under this Agreement, the Subadviser shall act in conformity with the Trust’s Board Declaration of Trustees Trust (as defined herein), the Prospectus, and MML Advisers, (i) provide a continuing investment program for the Portfolio instructions and determine what securities or other investments shall be purchased or sold by directions of the Portfolio; (ii) arrange, subject to the provisions Adviser and of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions and will conform to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and procedures. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX the 1940 Act, the Internal Revenue Code of 1986 (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time. (c) The Subadviser shall determine the Assets to be purchased or sold by each Fund as provided in subparagraph (a) above and will place orders with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in each Fund’s Prospectus or as the Board of Trustees or the Adviser may direct in writing from time to time, in conformity with all federal securities laws. In executing Fund transactions and selecting brokers or dealers, the Subadviser will use its best efforts to seek on behalf of each Fund the best overall terms available. In assessing the best overall terms available for any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreementtransaction, the Subadviser shall have consider all factors that it deems relevant, including the authority to buybreadth of the market in the security, sell the price of the security, the financial condition and execution capability of the broker or otherwise effect investment transactions dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the name broker-dealer to execute a particular transaction, the Subadviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Fund, including without limitation, Securities Exchange Act of 1934 (the power to enter into swap, futures, options and other agreements “Exchange Act”)). Consistent with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or any guidelines established by the Board of Trustees of the Trust shall reasonably request and Section 28(e) of the Exchange Act, the Subadviser is authorized to pay to a broker or as required by applicable law dealer who provides such brokerage and research services a commission for executing a portfolio transaction for each Fund that is in excess of the amount of commission another broker or regulation, includingdealer would have charged for effecting that transaction if, but not limited toonly if, compliance reports and those reports listed the Subadviser determines in Appendix A. (c) The Subadviser shall provide full and prompt disclosure good faith that such commission was reasonable in relation to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any value of the foregoing, including, but not limited to, information regarding any change brokerage and research services provided by such broker or dealer viewed in control terms of that particular transaction or in terms of the overall responsibilities of the Subadviser to its discretionary clients, including the Funds. In addition, the Subadviser is authorized to allocate purchase and sale orders for securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Subadviser, or the Trust’s principal underwriter) if the Subadviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the Funds’ Assets be purchased from or sold to the Adviser, Subadviser, the Trust’s principal underwriter, or any change in its personnel that could materially affect affiliated person of either the services provided by the Subadviser to the Fund hereunderTrust, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls Adviser, the Subadviser, information regarding or the investment performance and general investment methods of principal underwriter, acting as principal in the Subadviser or its principals and affiliates relating transaction, except to the Portfolio extent permitted by the Securities and Exchange Commission (“SEC”) and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order1940 Act. (d) The Subadviser (i) shall maintain such all books and records as are with respect to transactions involving the Assets required by subparagraphs (b)(5), (b)(6), (b)(7), (b)(9), (b)(10), and (b)(11) and paragraph (f) of Rule 31a-1 under the Act or other applicable law, based on 1940 Act. The Subadviser shall provide to the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers Adviser or the Board of Trustees such periodic and special reports, balance sheets or financial information, and such other information with regard to its affairs as the Adviser or Board of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written noticeTrustees may reasonably request. The Subadviser shall provide keep the Fund books and MML Advisers (or their agents or accountants), upon reasonable prior written request records relating to the Assets required to be maintained by MML Advisers the Subadviser under this Agreement and shall timely furnish to the Adviser all information relating to the Subadviser, with access ’s services under this Agreement needed by the Adviser to inspect at keep the Subadviser’s office during normal business hours the other books and records of the Funds required by Rule 31a-1 under the 1940 Act. The Subadviser shall also furnish to the Adviser any other information relating to the Portfolio and Assets that is required to be filed by the Subadviser’s performance hereunderAdviser or the Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Trust obtains from the SEC. The Subadviser agrees that all records which that it maintains relating to on behalf of the Fund Funds are property of the Fund, Funds and the Subadviser will surrender promptly surrender to the Fund Funds any of such records or copies thereof upon the Fund’s Funds’ request. The ; provided, however, that the Subadviser may maintain copies retain a copy of any such records and further agrees to records. In addition, for the duration of this Agreement, the Subadviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates , and shall transfer said records to any third party any successor subadviser upon the termination of its obligations under this Section 2(d) relating to books and recordsAgreement (or, the Subadviser (i) shall only do so if there is no successor subadviser, to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory AgreementAdviser). (e) On The Subadviser shall provide the Funds’ custodian on each business day the Subadviser shall provide to the Fund’s custodian with information relating to all transactions concerning the Portfolio’s assets Funds’ Assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any Adviser with such additional information as reasonably requestedupon request by the Adviser. (f) The investment management services provided by the Subadviser agrees under this Agreement are not to reimburse MML Advisers be deemed exclusive and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with Subadviser shall be free to render similar services to others as long as such services do not impair the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements services rendered to the Disclosure Documents due to material changes caused by Adviser or relating to the Subadviser, except for any such costs which may properly be charged to the FundTrust. (g) The Subadviser shall promptly notify the Adviser of any financial condition that is likely to impair the Subadviser’s ability to fulfill its commitment under this Agreement. (h) The Subadviser shall not be responsible for reviewing proxy solicitation materials or voting and handling proxies in relation to the securities held as Assets in the Funds. If the Subadviser receives a misdirected proxy, it shall promptly forward such misdirected proxy to the Adviser. (i) In performance of its duties and obligations under this Agreement, the Subadviser shall not consult with any other subadviser to the Fund Funds or any other a subadviser to any other a portfolio that is under common control with the Funds concerning the Assets, except as permitted by the policies and procedures of the Trust or Funds. The Subadviser shall not provide investment advice to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for assets of the Fund in securities or other assets, Funds other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time Assets. Services to time, be furnished by the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they this Agreement may be amended from time to time; and (iii) an annual certification from furnished through the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation medium of any of the Subadviser’s compliance programcontrol affiliates, in a format reasonably requested by MML Adviserspartners, officers or employees. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 5 contracts

Samples: Investment Subadvisory Agreement (RidgeWorth Funds), Investment Subadvisory Agreement (Sti Classic Funds), Investment Subadvisory Agreement (Sti Classic Funds)

Duties of the Subadviser. (a) The Adviser hereby appoints the Subadviser, in furtherance of its Investment Advisory and Management Agreement with the Corporation, to manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser shall, will determine in its discretion and subject to the direction oversight and control review of the Trust’s Board of Trustees and MML AdvisersAdviser, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall to be purchased or sold by sold, will provide the Adviser with records concerning the Portfolio; (ii) arrange's investment activity which the Subadviser is required to maintain in connection therewith, subject and will render regular reports to the provisions Adviser and to officers and Directors of Section 5 hereof, for the purchase and sale Corporation concerning its discharge of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and proceduresresponsibilities. The Subadviser shall provide discharge the Fund foregoing responsibilities subject to the control of the officers and the Directors of the Corporation and in a timely manner compliance with such records of its proxy voting on behalf policies as the Directors of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate Corporation may from time to time establish, and in order to carry out compliance with (a) the Subadviser’s responsibilities hereunder. objectives, policies, and limitations for the Portfolio set forth in the Corporation's current prospectus and statement of additional information, and (b) applicable laws and regulations. The Subadviser shall provide to MML Advisers such reports for agrees that it will operate and manage the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees portion of the Trust shall reasonably request or as required by assets allocated to it of each of the Portfolio set forth in Schedule A at all times in compliance with applicable law or regulation, including, but not limited to, compliance reports federal and those reports listed in Appendix A. (c) state laws governing its operations and investments. The Subadviser shall provide full and prompt disclosure agrees to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change manage such allocated assets in the condition Portfolio in compliance with (financial or otherwisea) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 provisions of the Act and rules adopted thereunder; (b) the diversification requirements specified in Subchapter M, Chapter 1 of the Code; and (iic) applicable federal and state securities, commodities and banking laws, provided that the Adviser shall meet provide the Subadviser with any persons at written direction as to the request requirements of MML Advisers or the Board of Trustees applicable federal and state banking laws. For purposes of the Trust for preceding sentence, disclosure in the purpose Corporation's prospectus and/or statement of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times additional information of applicable state insurance laws and upon reasonable advance regulations and applicable federal and state banking laws and regulations shall constitute "written noticedirection" thereof. The Subadviser shall provide the Fund represents and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees warrants that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible that any statements or omissions regarding the Subadviser made in any Registration Statement for the acts and omissions of any such third party as if they were those shares of the SubadviserCorporation, or any amendment or supplement thereto, are made in reliance upon and (iii) shall obtain in conformity with written information furnished by the written agreement of Subadviser expressly for use therein, such third party Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers Securities Act of 1933 and the Fund for any reasonable costs, upon evidence rules and regulations of invoices, bills, etc., associated with the production, printing and filing with the Commission thereunder (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a"1933 Act") and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information Act and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the information statements therein not misleading. In addition, the Adviser represents and commentary not misleading and (B) provide additional certifications related 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 Subadviser’s management requirements of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, 1933 Act and the Fund’s Principal Executive Officer’s Act and Principal Financial Officer’s certifications under Rule 30a-2 under 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 Act; (ii) a quarterly certificationstatements therein not misleading. The Subadviser accepts such appointment and agrees, as well as any requested sub-certificationsat its own expense, with respect to compliance matters related render the services set forth herein and to provide the Subadviser office space, furnishings, equipment and the Subadviser’s management of the Portfolio, in formats reasonably requested personnel required by MML Advisers, as they may be amended from time it to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud perform such services on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporationscompensation 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 Subadviser shallwill make decisions with respect to all purchases and sales of securities and other investment assets of the Allocated Assets. To carry out such decisions, the Subadviser is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to the Allocated Assets. In all purchases, sales and other transactions in securities and other investments in the Allocated Assets, the Subadviser is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions, including voting of proxies with respect to securities owned by the Fund, subject to such proxy voting policies as approved by the direction Board and including entering into such agreements (such as, but not limited to futures or other derivatives) as is deemed necessary by Subadviser to manage the Allocated Assets. All such investments will conform to investment objectives and guidelines as agreed to by the Subadviser and Adviser, as set forth in Exhibit A attached hereto. The Subadviser shall have no responsibility under this Agreement with respect to the management of assets of the Fund other than the Allocated Assets. Consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (“1934 Act”) and applicable regulations and interpretations, the Subadviser, to the extent applicable, may allocate brokerage on behalf of the Fund to a broker-dealer who provides research services. Subject to compliance with Section 28(e), the Subadviser may cause Fund to pay to a broker-dealer who provides research services a commission that exceeds the commission the Fund might have paid to a different broker-dealer for the same transaction if the Subadviser determines, in good faith, that such amount of commission is reasonable in relation to the value of such brokerage or research services provided viewed in terms of that particular transaction or the Subadviser’s overall responsibilities to the Fund or its other advisory clients. The Subadviser may aggregate sales and purchase orders of the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Subadviser or its affiliates. Whenever the Subadviser simultaneously places orders to purchase or sell the same asset on behalf of the Fund and one or more other accounts advised by the Subadviser, the Subadviser will allocate the order as to price and amount among all such accounts in a manner believed to be equitable over time to each account. (b) For purposes of communicating with the Board, reports made by the Subadviser to the Adviser will meet the standards of communication to the Board, and the Adviser will be responsible for delivering those reports to the Board. The Subadviser will report to the Board at each meeting thereof as reasonably requested by the Adviser or the Board, all material information regarding the Allocated Assets of the Fund since the prior report, and will also keep the Board informed of important developments affecting the Trust, the Fund and the Subadviser, and on its own initiative, or as reasonably requested by the Adviser or the Board, will furnish the Board from time to time with such additional information as the Subadviser may believe is necessary for the Adviser or the Board to reasonably oversee the management of the Allocated Assets. The Subadviser will also furnish the Board with such statistical and analytical information with respect to investments of the Fund as the Subadviser may believe appropriate or as the Adviser or the Board reasonably may request. In making purchases and sales of securities and other investment assets for the Fund, the Subadviser will comply with the directions and policies set from time to time by the Board as well as the limitations imposed by the Trust’s or the Fund’s policies and procedures, the Registration Statement, the 1940 Act, the Securities Act, the 1934 Act, the Internal Revenue Code of 1986, as amended, and other applicable laws. In making purchases and sales of securities and other investment assets for the Fund, the Subadviser is prohibited from consulting with other subadvisers to the Fund, except for the purpose of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act. The Adviser will provide the Subadviser with any directions, policies and procedures adopted by the Board, the Trust or the Fund; along with reasonable written notice of any material changes to the such directions, policies and procedures. (c) The Subadviser will from time to time employ or associate with such persons as the Subadviser believes to be particularly fitted to assist in the execution of the Subadviser’s duties hereunder, the cost of performance of such duties to be borne and paid by the Subadviser. No obligation may be incurred on the Trust’s or Adviser’s behalf in any such respect. The Adviser acknowledges receipt of the Subadviser’s privacy notice, Form ADV, and any applicable brochure supplements. (d) The Subadviser will report to the Board all matters related to the Subadviser that are material to the Subadviser’s performance of this Agreement. On an annual basis, the Subadviser shall report on its compliance with its Code to the Adviser and to the Board. The Subadviser will notify the Adviser and the Trust of any change of control of the Subadviser and any changes in the key personnel who are either the portfolio manager(s) of the Allocated Assets or senior management of the Subadviser, in each case prior to or promptly after such change. (e) The Subadviser will maintain records relating to its portfolio transactions and placing and allocation of brokerage orders with respect to the Allocated Assets as are required to be maintained by the Trust under the 1940 Act. The Subadviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Subadviser pursuant to this Agreement required to be prepared and maintained by the Subadviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Allocated Assets, which are in possession of the Subadviser, shall be the property of the Trust. The Adviser and the Trust, or their respective representatives, shall have reasonable access to such books and records upon two (2) business days’ notice during the Subadviser’s normal business hours. Upon the reasonable request of the Adviser or the Trust, copies of any such books and records shall be provided promptly by the Subadviser to the Adviser and the Trust, or their respective representatives. (f) The Subadviser will cooperate with the Fund’s independent public accountants and shall take reasonable action to make all necessary information available to the accountants for the performance of the accountants’ duties. (g) The Subadviser will provide the Fund and the Fund’s custodian and fund accountant on each business day with such information relating to all transactions concerning the Allocated Assets as the Fund and the Fund’s custodian and fund accountant may reasonably require, including but not limited to information required to be provided under the Trust’s Board Portfolio Securities Valuation Procedures; provided however the Subadviser is only assisting the Fund in its pricing responsibilities and shall not be deemed the pricing agent for the Fund. (h) The Subadviser shall have no duties or obligations pursuant to this Agreement (other than the continuation of Trustees its preexisting duties and MML Advisers, obligations) during any period that the Adviser has not allocated any portion of the Fund’s assets to the Subadviser for management. (i) provide a continuing The Subadviser may invest Allocated Assets in registered, open-end, management investment program companies for which the Portfolio Subadviser serves as investment adviser or subadviser upon the prior notice to and determine what securities or other investments shall be purchased or sold consent of the Adviser, pursuant to the investment objectives and guidelines agreed to by the PortfolioSubadviser and Adviser. (j) The Subadviser may effect transactions with respect to the Allocated Assets pursuant to Rules 17a-7 and 17e-1 of the 1940 if such transactions are effected in accordance with the Trust’s Rule 17a-7 Procedures and Rule 17e-1 Procedures. (k) The Subadviser, at its expense, will provide the Adviser with such compliance reports and certifications relating to its duties under this Agreement and the federal securities laws as may be agreed upon by such parties from time to time. The Subadviser also shall: (i) cooperate with and provide reasonable assistance to the Adviser, the Trusts’ administrator, custodian, transfer agent and pricing agents and all other agents and representatives of the Fund, the Trust and the Adviser in carrying out their respective obligations to the Trust in respect of the Fund; (ii) arrange, subject keep all such persons fully informed as to such matters as they may reasonably deem necessary to the provisions performance of Section 5 hereoftheir obligations to the Fund, for the purchase Trust and sale of securities and other investments for the PortfolioAdviser; and (iii) provide reports on prompt responses to reasonable requests made by such persons; and (iv) maintain any appropriate interfaces with each so as to promote the foregoing to the Board efficient exchange of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the information. (l) The Subadviser written instructions to the contrary, the Subadviser shall will vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are Fund may be invested for from time to time and which Subadviser receives timely materials from constitute Allocated Assets in accordance with the Subadviser’s proxy voting policies and procedures, as approved by the Board. Notwithstanding the foregoing, the Adviser acknowledges and agrees that (i) the Fund’s custodiancustodian is responsible for advising or taking action, in accordance with Subadviser’s policies and procedures. The Subadviser shall provide the Fund in a timely manner with such records including filing proof of its proxy voting claim forms, on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX in any legal proceedings, including bankruptcies or any lawclass actions, rule, regulation involving securities held in or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and formerly held in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers Allocated Assets or the Board issuers of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; securities and (ii) shall meet with Subadviser will not be required to advise or take any persons at the request of MML Advisers or the Board of Trustees action on behalf of the Trust for Fund in any such legal proceedings, subject to the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written noticenext sentence. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants)will, upon reasonable prior written request by MML Advisers to the Subadviserhowever, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees that all records which promptly forward any claim forms it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide receives to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide reasonable assistance to the Fund’s extent necessary (e.g. provide factual information in its possession as the custodian, administrator and/or sub-administrator any such additional information as Fund or Adviser may reasonably requestedrequest). (fm) The Subadviser agrees to reimburse MML Advisers and does not guarantee the Fund for any reasonable costs, upon evidence future performance of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to specific level of performance, the success of any other portfolio investment decision or strategy that Subadviser may use, or the success of Subadviser’s overall management of the Trust or to any other Allocated Assets. The Adviser understands that investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions decisions made for the Fund in securities or other assetsby Subadviser are subject to various market, other than for purposes of complying with conditions of paragraphs (a) currency, economic, political, business and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisersstructural risks, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the those investment techniques and strategies used, and do decisions will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may always be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisersprofitable. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 5 contracts

Samples: Subadvisory Agreement (Forum Funds Ii), Subadvisory Agreement (Forum Funds Ii), Subadvisory Agreement (Forum Funds Ii)

Duties of the Subadviser. (a) The Subadviser shall, subject shall make decisions with respect to the direction all purchases and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale sales of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at investment assets in each Board meetingFund. Unless MML Advisers gives the Subadviser written instructions to the contraryTo carry out such decisions, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodianis hereby authorized, in accordance with Subadviser’s policies as agent and procedures. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary attorney-in-fact for the Fund to comply with Trust, for the requirements account of, at the risk of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the FundTrust, including without limitationto place orders and issue instructions with respect to those transactions of the Funds. In all purchases, sales and other transactions in securities for the Funds, the power Subadviser is authorized to enter into swap, futures, options exercise full discretion and other agreements act for the Trust in the same manner and with counterparties on the Fund’s behalf same force and effect as the Subadviser deems appropriate from time Trust might or could do with respect to time in order such purchases, sales or other transactions, as well as with respect to carry out all other things necessary or incidental to the Subadviser’s responsibilities hereunderfurtherance or conduct of such purchases, sales or other transactions. (b) The Subadviser shall provide will report to MML Advisers the Board at each meeting thereof all changes in each Fund since the prior report, and will also keep the Board informed of important developments affecting the Trust, the Funds and the Subadviser, and on its own initiative, will furnish the Board from time to time with such reports information as the Subadviser may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in a Fund's holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains investments. The Subadviser will also furnish the Board with such statistical and analytical information with respect to securities in the Funds as the Subadviser may believe appropriate or as the Board reasonably may request. In making purchases and sales of securities for the PortfolioFunds, on a monthlythe Subadviser will bear in mind the policies set from time to time by the Board as well as the limitations imposed by the Trust's Trust Instrument and Registration Statement under the Act, quarterly or annual basisthe limitations in the Act and in the Internal Revenue Code of 1986, as MML Advisers or amended, in respect of regulated investment companies and the Board investment objective, policies and restrictions of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A.each Fund. (c) The Subadviser shall provide full and prompt disclosure may from time to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates time employ or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of associate with such persons as the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser believes to the Fund hereunder, information regarding any material adverse change be particularly fitted to assist in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance execution of the Subadviser’s composite 's duties hereunder, the cost of accounts following the same or similar investment strategies as the Portfolio, information regarding the results performance of any examination conducted such duties to be borne and paid by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to Subadviser. No obligation may be incurred on the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed Trust's behalf in any filings required by any governmental agency or by any applicable law, regulation, rule or ordersuch respect. (d) The Subadviser (i) shall maintain such books records relating to portfolio transactions and records the placing and allocation of brokerage orders as are required to be maintained by the Trust under the Act Act. The Subadviser shall prepare and maintain, or other cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, based on all documents and records relating to the services provided by the Subadviser pursuant to this Subadvisory Agreement required to be prepared and as are necessary for MML Advisers or maintained by the Trust pursuant to meet its record keeping obligations generally set forth under Section 31 the rules and regulations of any national, state, or local government entity with jurisdiction over the Act Trust, including the Securities and rules thereunder; Exchange Commission and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written noticeInternal Revenue Service. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records pertaining to the Trust which are in possession of the Subadviser relating to shall be the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s requestTrust. The Subadviser may maintain Trust, or the Trust's authorized representatives, shall have access to such books and records at all times during the Subadviser's normal business hours. Upon the reasonable request of the Trust, copies of any such books and records and further agrees to preserve for the periods prescribed under the Act any such records as are required to shall be maintained provided promptly by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunderTrust's authorized representatives. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 5 contracts

Samples: Investment Subadvisory Agreement (Core Trust /De), Investment Subadvisory Agreement (Core Trust /De), Investment Subadvisory Agreement (Core Trust /De)

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser shall, in furtherance of the Advisory Agreement. Pursuant to this Agreement and subject to the direction oversight and control review of the Trust’s Board Adviser, the Subadviser will manage the investment and reinvestment of Trustees the assets of each Portfolio. The Subadviser will determine, in its discretion and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions oversight and review of Section 5 hereofthe Adviser, for the purchase and sale of securities and other investments for or instruments to be purchased or sold, will provide the Portfolio; Adviser with records concerning its activities which the Adviser or the Trust is required to maintain, and (iii) provide will render regular reports on the foregoing to the Board of Adviser and to officers and Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets concerning its discharge of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and proceduresforegoing responsibilities. The Subadviser shall provide discharge the Fund foregoing responsibilities subject to the control of the officers and the Trustees of the Trust and in a timely manner compliance with such records of its proxy voting on behalf policies as the Trustees of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate Trust may from time to time establish, as provided in order writing to carry out the Subadviser from time to time, and in compliance with (a) 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 provided by the Adviser to the Subadviser’s responsibilities hereunder. ; and (b) applicable laws and regulations. The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports represents and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser warrants to the Fund hereunderAdviser that it will manage the Portfolio(s) at all times (a) in compliance with all applicable federal and state laws, information regarding any material adverse change in including securities, commodities and banking laws, governing its operations and investments; (b) the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 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 current prospectus and statement of additional information (together, the “Registration Statement”) as most recently provided by the Adviser to the Subadviser; and (iid) shall meet with any persons at the request of MML Advisers or policies and procedures as adopted by the Board of Trustees of the Trust provided in writing to the Subadviser. The Subadviser further represents and warrants to the Adviser that it will manage each Portfolio in compliance with Section 851(b)(2) and (3) of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) and Section 817(h) of Subchapter L of the Code, solely with respect to the assets of the Portfolio(s) which are under its management and based on information provided by the custodian of the Portfolio(s). Furthermore, the Adviser will work in conjunction with the Subadviser to undertake any corrective action that may be required as advised by a Portfolio’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 purpose shares of reviewing the Subadviser’s performance under Trust, 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 at reasonable times Agreement, is appropriate given the nature of its business, and (b) from time to time and upon reasonable advance written noticerequest, 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 provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall not be responsible for the acts other expenses of a Portfolio, including, without limitation, fees of a Portfolio’s independent public accountants, transfer agent, custodian and omissions of any such third party as if they were those 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, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall will not consult with any other subadviser of the Portfolio(s) or other series of the Trust, to the Fund extent any other subadvisers are engaged by the Adviser, or any other subadviser subadvisers to any other portfolio investment companies that are under common control with the Trust, concerning transactions of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund Portfolio(s) in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of Rule rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify . The Adviser acknowledges that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall delegates do not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s hold client money and/or custody assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

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 shallshall provide the Portfolio and the Adviser with such investment advice and supervision as the Adviser may from time to time consider necessary for the proper management of such portion of the 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 Trust. 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 the Portfolio allocated by the Adviser to the Subadviser shall be held uninvested, subject always to the direction and control restrictions of the Trust’s Board '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 and MML Advisersof the Trust may at any time, (i) provide a continuing investment program for upon written notice to the Portfolio and Subadviser, suspend or restrict the right of the Subadviser to determine what securities or other investments shall be purchased or sold on behalf of the Portfolio and what portion, if any, of the assets of the Portfolio allocated by the Portfolio; (ii) arrange, subject Adviser to the provisions of Section 5 hereofSubadviser shall be held uninvested. The Subadviser shall also, for as requested, make recommendations to the purchase Adviser as to the manner in which proxies, voting rights, rights to consent to corporate action and sale of securities and any other investments for rights pertaining to the Portfolio; and (iii) provide reports on the foregoing to 's portfolio securities shall be exercised. Should the Board of Trustees of the Trust or the Adviser at each Board meeting. Unless MML Advisers gives any time, however, make any definite determination as to investment policy applicable to the Portfolio and notify the Subadviser written instructions to the contrarythereof in writing, the Subadviser shall vote be bound by such determination for the period, if any, specified in such notice or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and proceduresuntil similarly notified that such determination has been revoked. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting take, on behalf of the Fund Portfolio, all actions which it deems necessary to implement the investment policies determined as is necessary provided above, and in particular to place all orders for the Fund to comply purchase or sale of securities for the Portfolio's account with the requirements brokers or dealers selected by it, and to that end the Subadviser is authorized as the agent of Form N-PX or any law, rule, regulation or Commission position. Subject the Trust to give instructions to the provisions custodian and any subcustodian of this Subadvisory Agreementthe Portfolio as to deliveries of securities and payments of cash for the account of the 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 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 shall have may deal with itself or with the authority to buy, sell or otherwise effect investment transactions for and in the name Trustees of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers 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 shall reasonably request or as required by applicable law or regulationTrust, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by discretion, may instruct the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial effect all or otherwise) a portion of the Subadviser its securities transactions with one or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted more brokers and/or dealers selected by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees Trustees, if it determines that the use of such brokers and/or dealers is in the best interest of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory AgreementTrust. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

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 Subadviser shall, subject to the direction and control of the Trust’s 's Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s 's custodian, in accordance with Subadviser’s 's policies and procedures. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s 's behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s 's responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s 's composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s 's performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s 's office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s 's performance hereunder. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s 's request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s 's custodian information relating to all transactions concerning the Portfolio’s 's assets and shall provide to the Fund’s 's custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys' fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s 's annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s 's management of the Portfolio in order to support the Fund’s 's filings on Form N-CSR and Form N-Q, and the Fund’s 's Principal Executive Officer’s 's and Principal Financial Officer’s 's certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s 's management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s 's Chief Compliance Officer, appointed under Rule 206(4)-7 206(4)- 7 under the Advisers Act, with respect to the design and operation of the Subadviser’s 's compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s 's assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an "adviser" to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 4 contracts

Samples: Investment Subadvisory Agreement (Massmutual Select Funds), Investment Subadvisory Agreement (Massmutual Select Funds), Investment Subadvisory Agreement (Massmutual Select Funds)

Duties of the Subadviser. The Subadviser will serve the Manager as investment subadviser with respect to certain portfolio assets of each Fund, as set forth on the attached Schedule A. (a) The Subadviser shall, subject As investment subadviser to the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contraryFunds, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodianis hereby authorized and directed and hereby agrees, in accordance with the Subadviser’s 's best judgment and subject to the stated investment objectives, policies and procedures. The Subadviser shall provide restrictions of the Fund Funds as set forth in a timely manner the current prospectuses and statements of additional information of the Trust (including amendments) and in accordance with such records the Trust's Declaration of Trust, as amended, and By-laws governing the offering of its proxy voting on behalf of shares (collectively, the Fund as is necessary for "Trust Documents"), the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to 1940 Act and the provisions of this Subadvisory Agreementthe Internal Revenue Code of 1986, as amended (the Subadviser shall have the authority "Internal Revenue Code"), relating to buyregulated investment companies, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power subject to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf such resolutions as the Subadviser deems appropriate from time to time in order may be adopted by the Trust's Board of Trustees, and provided that the Trust Documents are all furnished to carry out the Subadviser’s responsibilities hereunder, to develop, recommend and implement such investment program and strategy for the Funds as may from time to time be most appropriate to the achievement of the investment objectives of the Funds as stated in the aforesaid prospectuses, to provide research and analysis relative to the investment program and investments of the Funds, to determine what securities should be purchased and sold and to monitor on a continuing basis the performance of the portfolio securities of the Funds. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees (i) comply with all reasonable requests of the Trust for information, including information required in connection with the Trust's filings with the Securities and Exchange Commission (the "SEC") and state securities commissions, and (ii) provide such other services as the Subadviser shall reasonably request from time to time determine to be necessary or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A.useful to the administration of the Funds. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser furnish to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) Trust's Board of the Subadviser or any person who controls the Subadviser, information regarding Trustees periodic reports on the investment performance of each Fund and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and on the performance of the Subadviser’s composite of accounts following the same or similar investment strategies its obligations under this Agreement and shall supply such additional reports and information as the Portfolio, information regarding the results Trust's officers or Board of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon Trustees shall reasonably request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The On occasions when the Subadviser (i) shall maintain such books and records deems the purchase or sale of a security to be in the best interest of a Fund as are required under well as other customers, the Act or other Subadviser, to the extent permitted by applicable law, based on may aggregate the services provided securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions, if any. The Subadviser also may purchase or sell a particular security for one or more customers in different amounts. On either occasion, and to the extent permitted by applicable law and regulations, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser pursuant in the manner it considers to this Subadvisory Agreement be the most equitable and as are necessary for MML Advisers consistent with its fiduciary obligations to the Fund involved and to such other customers. In no instance, however, will a Fund's assets be purchased from or sold to the Manager, the Subadviser, the Trust's principal underwriter, or any affiliated person of either the Trust, the Manager, the Subadviser or the Trust principal underwriter, acting as principal in the transaction, except to meet its record keeping obligations generally set forth under Section 31 of the Act extent permitted by the SEC and rules thereunder; and the 1940 Act. (iie) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On Funds' custodian on each business day the Subadviser shall provide to the Fund’s custodian with information relating to all transactions concerning the Portfolio’s each Fund's assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any Manager with such additional information as reasonably requestedupon request of the Manager. (f) The investment advisory services provided by the Subadviser agrees under this Agreement are not to reimburse MML Advisers be deemed exclusive and the Fund for any reasonable costsSubadviser shall be free to render similar services to others, upon evidence of invoices, bills, etc., associated with as long as such services do not impair the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements services rendered to the Disclosure Documents due to material changes caused by Manager or relating to the Subadviser, except for any such costs which may properly be charged to the FundTrust. (g) The Subadviser shall not consult with promptly notify the Manager of any other subadviser financial condition that is likely to impair the Fund or any other subadviser Subadviser's ability to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 fulfill its commitment under the Actthis Agreement. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the The Subadviser shall timely provide review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, securities held in a format approved by MML Advisers, Fund's portfolio. The Manager shall instruct the custodian and shall (A) certify that such information and commentary discuss other parties providing services to the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit Fund to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related promptly forward misdirected proxies to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 4 contracts

Samples: Subadvisory Agreement (Ivy Fund), Subadvisory Agreement (Mackenzie Investment Management Inc), Subadvisory Agreement (Ivy Fund)

Duties of the Subadviser. (a) The Subadviser shall, subject to the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and proceduresinvested. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following other clients with the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunderhereunder and such other books and records of the Subadviser as are necessary to confirm that the Subadviser has complied with its obligations and duties under this Subadvisory Agreement. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 4 contracts

Samples: Investment Subadvisory Agreement (Massmutual Select Funds), Investment Subadvisory Agreement (MML Series Investment Fund), Investment Subadvisory Agreement (MML Series Investment Fund)

Duties of the Subadviser. (a) The Subadviser shall, subject to the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and procedures. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations. (l) The Subadviser may also delegate any of its duties and obligations hereunder to any affiliated person, as such term is defined in the Act, that is eligible to serve as an investment adviser to an investment company registered under the Act on such terms and conditions as it deems necessary or appropriate, provided that (i) MML Advisers and the Board of Trustees of the Trust consent to any such delegation and to the terms and conditions thereof, (ii) such delegation is pursuant to a written contract which receives prior approval by MML Advisers and the Board of Trustees of the Trust, which may not be materially amended without prior written approval of MML Advisers and the Board of Trustees of the Trust, and which provides for its automatic termination in the event this Subadvisory Agreement is terminated for any reason, and (iii) such delegation is permitted by and in conformity with the Act. The Subadviser shall be liable to MML Advisers and the Fund for any loss or damage arising out of, in connection with, or related to the actions, or omissions to act, of any delegee utilized hereunder as if such delegee were a party hereto. The Subadviser shall be solely responsible for compensating any delegee for services rendered, neither MML Advisers nor the Fund may be held responsible, or otherwise liable for, the payment of any amount due, or which may become due to any delegee.

Appears in 4 contracts

Samples: Investment Subadvisory Agreement (Massmutual Select Funds), Investment Subadvisory Agreement (Massmutual Select Funds), Investment Subadvisory Agreement (Massmutual Select Funds)

Duties of the Subadviser. (a) The Subadviser shall, subject to Adviser hereby engages the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and procedures. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control services of the Subadviser or any change in furtherance of its personnel that could materially affect Investment Advisory and Management Agreement with the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant 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 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 are necessary the Directors of the Corporation may from time to time establish, and in compliance with (a) the objectives, policies, and limitations for MML Advisers or the Trust to meet its record keeping obligations generally Portfolio set forth in the Corporation's current prospectus and statement of additional information, and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion of the assets which it manages of 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, 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 Section 31 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; (b) applicable federal and state securities, commodities and banking laws; and (iic) shall meet with the distribution requirements necessary to avoid payment of any persons at the request of MML Advisers or the Board of Trustees excise tax pursuant to Section 4982 of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written noticeCode. The Subadviser shall provide the Fund further represents and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees warrants that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible that any statements or omissions made in any Registration Statement for the acts and omissions of any such third party as if they were those shares of the Subadvisercorporation, or any amendment or supplement thereto, are made in reliance upon and (iii) shall obtain in conformity with information furnished by the written agreement of Subadviser expressly for use therein, such third party Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers Securities Act of 1933 and the Fund for any reasonable costs, upon evidence rules and regulations of invoices, bills, etc., associated with the production, printing and filing with the Commission thereunder (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a"1933 Act") and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information Act and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the information statements therein not misleading. The Subadviser accepts such employment and commentary not misleading 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. (Bb) provide additional certifications related The Subadviser agrees to the Subadviser’s management maintain a level of the Portfolio in order to support the Fund’s filings on Form N-CSR errors and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended omissions or professional liability insurance coverage that is from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect time satisfactory to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML AdvisersAdviser. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

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 Subadviser shall, subject to the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio pursuant to guidelines agreed upon between the Adviser and determine what securities or other investments shall the Subadviser, as they may be purchased or sold by the Portfolioamended from time to time; and (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and procedures. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund Portfolio as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Unless otherwise agreed to by MML Advisers and the Subadviser, Subadviser shall not act with respect to legal proceedings, including class actions or bankruptcies and notices of such proceedings. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the FundFund for the Portfolio, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide provide, to the extent not prohibited by applicable law, full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio by providing its Form ADV annually to MML Advisers and the performance by providing material amendments thereto within a prompt time of the Subadviser’s composite filing of accounts following the same or similar investment strategies as the Portfolio, such amendment. The Subadviser shall provide information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon written request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers upon its reasonable request or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunderhereunder and such other books and records of the Subadviser as are necessary to confirm that the Subadviser has complied with its obligations and duties under this Subadvisory Agreement. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender make available to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day that the Fund is open the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (e) The Subadviser makes no representations or warranty, express or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including any other client of the Subadviser, whether public or private. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due solely to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-QCSR, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation corporation, including foreign affiliates of the Subadviser, to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 4 contracts

Samples: Investment Subadvisory Agreement (MML Series Investment Fund II), Investment Subadvisory Agreement (MML Series Investment Fund II), Investment Subadvisory Agreement (MML Series Investment Fund II)

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser shall, in furtherance of the Advisory Agreement. Pursuant to this Agreement and subject to the direction oversight and control review of the Trust’s Board Adviser, the Subadviser will manage the investment and reinvestment of Trustees the assets of each Portfolio. The Subadviser will determine, in its discretion and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions oversight and review of Section 5 hereofthe Adviser, for the purchase and sale of securities and other investments for or instruments to be purchased or sold, will provide the Portfolio; Adviser with records concerning its activities which the Adviser or the Trust is required to maintain, and (iii) provide will render regular reports on the foregoing to the Board of Adviser and to officers and Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets concerning its discharge of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and proceduresforegoing responsibilities. The Subadviser shall provide discharge the Fund foregoing responsibilities subject to the control of the officers and the Trustees of the Trust and in a timely manner compliance with such records of its proxy voting on behalf policies as the Trustees of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate Trust may from time to time establish, as provided in order writing to carry out the Subadviser from time to time, and in compliance with (a) 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 provided by the Adviser to the Subadviser’s responsibilities hereunder. ; and (b) applicable laws and regulations. The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports represents and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser warrants to the Fund hereunderAdviser that it will manage the Portfolio(s) at all times (a) in compliance with all applicable federal and state laws, information regarding any material adverse change in including securities, commodities and banking laws, governing its operations and investments; (b) the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 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 current prospectus and statement of additional information (together, the “Registration Statement”) as most recently provided by the Adviser to the Subadviser; and (iid) shall meet with any persons at the request of MML Advisers or policies and procedures as adopted by the Board of Trustees of the Trust provided in writing to the Subadviser. The Subadviser further represents and warrants to the Adviser that it will manage each Portfolio in compliance with Section 851(b)(2) and (3) of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) and Section 817(h) of Subchapter L of the Code, solely with respect to the assets of the Portfolio(s) which are under its management and based on information provided by the custodian of the Portfolio(s). Furthermore, the Adviser will work in conjunction with the Subadviser to undertake any corrective action that may be required as advised by a Portfolio’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 purpose shares of reviewing the Trust, or any amendment or supplement thereto, as provided to the Subadviser’s performance under , 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 Subadvisory Agreement at reasonable times Agreement, is appropriate given the nature of its business, and (b) from time to time and upon reasonable advance written noticerequest, 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 provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall not be responsible for the acts other expenses of a Portfolio, including, without limitation, fees of a Portfolio’s independent public accountants, transfer agent, custodian and omissions of any such third party as if they were those 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, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall will not consult with any other subadviser of the Portfolio(s) or other series of the Trust, to the Fund extent any other subadvisers are engaged by the Adviser, or any other subadviser subadvisers to any other portfolio investment companies that are under common control with the Trust, concerning transactions of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund Portfolio(s) in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of Rule rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify . The Adviser acknowledges that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall delegates do not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s hold client money and/or custody assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

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, subject to Adviser hereby engages the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and procedures. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control services of the Subadviser or any change in furtherance of its personnel that could materially affect Advisory Agreement with the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant 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 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 are necessary the Directors of the Corporation may from time to time establish, and in compliance with (a) the objectives, policies and limitations for MML Advisers or the Trust to meet its record keeping obligations generally Portfolio set forth in the Corporation's current prospectus and statement of additional information, and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion of the assets which it manages of 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, 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 Section 31 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; (b) applicable federal and state securities, commodities and banking laws; and (iic) shall meet with the distribution requirements necessary to avoid payment of any persons at the request of MML Advisers or the Board of Trustees excise tax pursuant to Section 4982 of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written noticeCode. The Subadviser shall provide the Fund further represents and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees warrants that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible that any statements or omissions made in any Registration Statement for the acts and omissions of any such third party as if they were those shares of the SubadviserCorporation, or any amendment or supplement thereto, are made in reliance upon and (iii) shall obtain in conformity with information furnished by the written agreement of Subadviser expressly for use therein, such third party Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers Securities Act of 1933 and the Fund for any reasonable costs, upon evidence rules and regulations of invoices, bills, etc., associated with the production, printing and filing with the Commission thereunder (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a"1933 Act") and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information Act and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the information statements therein not misleading. The Subadviser accepts such employment and commentary not misleading 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. (Bb) provide additional certifications related The Subadviser agrees to the Subadviser’s management maintain a level of the Portfolio in order to support the Fund’s filings on Form N-CSR errors and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended omissions or professional liability insurance coverage that is from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect time satisfactory to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML AdvisersAdviser. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

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 Subadviser shall, subject to the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and proceduresinvested. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Unless otherwise agreed to by MML Advisers and the Subadviser, Subadviser shall not act with respect to legal proceedings, including class actions or bankruptcies and notices of such proceedings. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following other clients with the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunderhereunder and such other books and records of the Subadviser as are necessary to confirm that the Subadviser has complied with its obligations and duties under this Subadvisory Agreement. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc[Reserved., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund.] (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved reasonably requested by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Qor any successor forms, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act, in formats reasonably requested by MML Advisers; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services and may also engage any of its affiliates to provide it with investment management or advisory and related services with respect to the performance of the Subadviser’s obligations under this Subadvisory Agreement. Such engagement shall not represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such affiliates. (j) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 4 contracts

Samples: Investment Subadvisory Agreement (Massmutual Premier Funds), Investment Subadvisory Agreement (Massmutual Premier Funds), Investment Subadvisory Agreement (Massmutual Premier Funds)

Duties of the Subadviser. (a) The Subadviser shall, subject to Adviser hereby engages the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and procedures. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control services of the Subadviser or any change in furtherance of its personnel that could materially affect Investment Advisory and Management Agreement with the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant Trust. Pursuant to this Subadvisory Agreement and as are necessary for MML Advisers 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 Trust is required to meet maintain, and will render regular reports to the Adviser and to officers and Trustees of the Trust concerning its record keeping obligations generally discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees of the Trust may from time to time establish, and in compliance with (a) the objectives, policies, and limitations for the Portfolio(s) set forth in the Trust's current prospectus and statement of additional information, and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion of assets allocated to it of each 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, including securities, commodities and banking laws, governing its operations and investments; (b) the diversification requirements specified in the Internal Revenue Service's regulations under Section 31 817(h) 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 (c) the provisions of the Act and rules adopted thereunder. 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 I of the Code; and (ii) shall meet complies with any persons at the request limits in its current prospectus or statement of MML Advisers additional information concerning concentration of investments or the Board amount of Trustees 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 Trust Code, the Subadviser agrees to 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 purpose distribution requirements necessary to avoid payment of reviewing any excise tax pursuant to Section 4982 of the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written noticeCode. The Subadviser shall provide the Fund further represents and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees warrants that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible that any statements or omissions made in any Registration Statement for the acts and omissions of any such third party as if they were those Contracts or shares of the SubadviserTrust, or any amendment or supplement thereto, are made in reliance upon and (iii) shall obtain in conformity with information furnished by the written agreement of Subadviser expressly for use therein, such third party Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers Securities Act of 1933 and the Fund for any reasonable costs, upon evidence rules and regulations of invoices, bills, etc., associated with the production, printing and filing with the Commission thereunder (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a"1933 Act") and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information Act and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the information statements therein not misleading. The Subadviser accepts such employment and commentary not misleading 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. (Bb) provide additional certifications related The Subadviser agrees: (i) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the Subadviser’s management course of this Agreement, is appropriate given the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Qnature of its business, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; time and (iii) an annual certification from the Subadviser’s Chief Compliance Officerupon reasonable request, appointed under Rule 206(4)-7 under the Advisers Act, with respect to supply evidence of such coverage to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML AdvisersAdviser. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

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, subject to the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and proceduresinvested. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Unless otherwise agreed to by MML Advisers and the Subadviser, Subadviser shall not act with respect to legal proceedings, including class actions or bankruptcies and notices of such proceedings. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunderhereunder and such other books and records of the Subadviser as are necessary to confirm that the Subadviser has complied with its obligations and duties under this Subadvisory Agreement. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-QCSR, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 3 contracts

Samples: Investment Subadvisory Agreement (MML Series Investment Fund), Investment Subadvisory Agreement (Massmutual Select Funds), Investment Subadvisory Agreement (Massmutual Select Funds)

Duties of the Subadviser. (a) The Subadviser shall, subject to the direction and control of the Trust’s Board of Trustees and MML AdvisersMassMutual, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers MassMutual gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with the Subadviser’s policies and procedures. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers MassMutual such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers MassMutual or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers MassMutual and the Fund regarding material developments relating to itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and or affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the PortfolioPortfolio (subject to applicable restrictions on the release of client confidential information), information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers MassMutual reasonably deems necessary or desirable to enable MML Advisers MassMutual to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers MassMutual and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers MassMutual or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers MassMutual or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers MassMutual (or their agents or accountants), upon reasonable prior written request by MML Advisers MassMutual to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunderhereunder and such other books and records of the Subadviser as are necessary to confirm that the Subadviser has complied with its obligations and duties under this Subadvisory Agreement. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers MassMutual and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers MassMutual serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers MassMutual or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers MassMutual (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML AdvisersMassMutual, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the ActAct in formats reasonably requested by MassMutual; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML AdvisersMassMutual, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML AdvisersMassMutual. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 3 contracts

Samples: Investment Subadvisory Agreement (Massmutual Select Funds), Investment Subadvisory Agreement (MML Series Investment Fund), Investment Subadvisory Agreement (MML Series Investment Fund)

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser shall, in furtherance of its Investment Advisory and Management Agreement. Pursuant to this Agreement and subject to the direction oversight and control review of the Trust’s Board Adviser, the Subadviser will manage the investment and reinvestment of Trustees the assets of each Portfolio listed. The Subadviser will determine in its discretion and MML Adviserssubject to the oversight and review of the Adviser, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall to be purchased or sold by sold, will provide the Portfolio; (ii) arrangeAdviser with records concerning its activities which the Adviser or the Trust is required to maintain, subject and will render regular reports to the provisions of Section 5 hereof, for the purchase Adviser and sale of securities to officers and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meetingconcerning its discharge of the foregoing responsibilities. Unless MML Advisers gives The Subadviser shall discharge the Subadviser written instructions foregoing responsibilities subject to the contrarycontrol of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees of the Trust may from time to time establish, and in compliance with the objectives, policies, and limitations for the Portfolio(s) set forth in the Trust’s current prospectus and statement of additional information, and applicable laws and regulations. The Subadviser represents and warrants to the Adviser that it will perform its responsibilities under this Agreement in compliance with all applicable federal and state laws;. Without limiting the foregoing, the Subadviser shall vote or determine represents and warrants that its management of the Portfolios’ assets is designed to abstain from voting all proxies solicited achieve the Portfolios’ (1) qualification, election and maintenance of such election by or each Portfolio to be treated as a “regulated investment company” under subchapter M, chapter 1 of the Code, and (2) compliance with respect (a) the provisions of the Act and rules adopted thereunder; (b) the diversification requirements specified in the Internal Revenue Service’s regulations under Section 817(h) of the Code; (c) applicable state insurance laws; and (d) applicable federal and state securities, commodities and banking laws. The Subadviser further represents and warrants that to the issuers of securities extent that any statements or omissions made in which assets any Registration Statement for the Contracts or shares of the Portfolio Trust, or any amendment or supplement thereto, are invested made in reliance upon and in conformity with information furnished by the Subadviser expressly for which Subadviser receives timely materials from use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the Fund’s custodian, in accordance with Subadviser’s policies requirements of the Securities Act of 1933 and proceduresthe 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 Fund in a timely manner Adviser information, as requested, for purposes of compliance with such records the distribution requirements necessary to avoid payment of its proxy voting on behalf any excise tax pursuant to Section 4982 of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission positionCode. Subject to the provisions of this Subadvisory AgreementUpon request, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and assist in the name negotiation of the Fund, including without limitation, the power to enter into swap, futuresall 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 counterparties on the Fund’s behalf as terms and obligations of each such Derivatives Agreement. In instances in which the Subadviser deems appropriate from time Adviser becomes party to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided Derivatives Agreement executed by the Subadviser to by signing a joinder agreement, the Fund hereunderAdviser will be responsible for complying with the terms of such joinder agreement. The Adviser further acknowledges that it shall have sole responsibility for establishing, information regarding maintaining and monitoring any material adverse change in registrations and/or exemptions from registration with the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commodity Futures Trading Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers Trust or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written noticeAdviser. The Subadviser shall accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the Fund office space, furnishings, equipment and MML Advisers (or their agents or accountants), upon reasonable prior written request personnel required by MML Advisers it to perform such services on the Subadviser, with access to inspect at terms and for the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereundercompensation provided in this Agreement. The Subadviser agrees also represents and warrants that all records which it maintains relating to the Fund are property of the Fundin furnishing services hereunder, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser of the Portfolios or other series of the Trust, to the Fund extent any other subadvisers are engaged by the Adviser, or any other subadviser subadvisers to any other portfolio investments companies that are under common control with the Trust, concerning transactions of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund Portfolios in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of Rule rule 12d3-1 under the Act. (h) As MML Advisers . The Adviser acknowledges that the Subadviser is not the tax advisor, compliance, pricing or fund accounting agent for the Board of Trustees of the Trust may request from time to timePortfolios. Further, the Adviser acknowledges that Subadviser shall timely provide have no responsibility to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, vote proxies with respect to compliance matters related to companies whose securities are held in the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Portfolios. Subadviser shall not be subject responsible for pursuing rights, including class action settlements, relating to any liability to MML Advisersthe purchase, the Trust or the Fundsale, or to any shareholderholding of securities by the Portfolios; provided, officerhowever, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The that Subadviser shall have no liability for the acts or omissions provide notice to Adviser of any custodian such potential claim of the Fund’s assetswhich it becomes aware and reasonably cooperate with Adviser in any possible proceeding. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

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 Subadviser shall, subject to Adviser hereby engages the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and procedures. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control services of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any furtherance of its obligations under this Section 2(d) relating to books Investment Advisory and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply Management Agreement with the requirements of this Section 2(d) Corporation. Pursuant to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions oversight and review of Section 5 hereof and applicable lawthe 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, 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 such other information and reports as may obtain investment reasonably be requested by the Adviser from time to time, other than proprietary information, research or assistance from any other person, firm or corporation to assist and provided the Subadviser with respect shall not be responsible for portfolio accounting, nor shall it be required to generate information derived from portfolio accounting data. The Subadviser shall discharge the foregoing responsibilities subject to the performance control of its obligations under this Subadvisory Agreement. Such engagement shall not involve any the officers and the Directors of the Corporation and in compliance with such person serving policies as an “adviser” the Directors of the Corporation may from time to time establish, and in compliance with (a) the objectives, policies, and limitations for the Portfolio within set forth in the meaning Corporation's current prospectus and statement of additional information, and (b) applicable laws and regulations. The Subadviser agrees to 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, the Subadviser agrees to manage each Portfolio (1) so that it qualifies to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Code, and (2) in compliance with (a) the provisions of the Act or represent an assignment and rules adopted thereunder; (b) applicable federal and state securities, commodities and banking laws; and (c) the distribution requirements necessary to avoid payment of any rights or responsibilitiesexcise tax pursuant to Section 4982 of the Code. For purposes of compliance with this paragraph, the Subadviser shall be entitled to treat the portion of the assets of each Portfolio that it manages as though such portion constituted the entire Portfolio, and the Subadviser shall remain liable not be responsible in any way for the performance compliance of its obligations under other portions of the Portfolio or for compliance of the Portfolio as a whole with this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporationsparagraph.

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 Subadviser shallshall provide the Funds 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 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 Trust. 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 a Fund allocated by the Manager to the Subadviser shall be held uninvested, subject always to the direction and control restrictions of the Trust’s Board 's Declaration of Trust, dated October 25, 1996, 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 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 and MML Advisersof the Trust may at any time, (i) provide a continuing investment program for upon written notice to the Portfolio and Subadviser, suspend or restrict the right of the Subadviser to determine what securities or other investments shall be purchased or sold on behalf of a Fund and what portion, if any, of the assets of a Fund allocated by the Portfolio; (ii) arrange, subject Manager to the provisions of Section 5 hereofSubadviser shall be held uninvested. The Subadviser shall also, for as requested, make recommendations to the purchase Manager as to the manner in which proxies, voting rights, rights to consent to corporate action and sale of any other rights pertaining to a Fund's portfolio securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to shall be exercised. Should the Board of Trustees of the Trust or the Manager at each Board meeting. Unless MML Advisers gives any time, however, make any definite determination as to investment policy applicable to a Fund and notify the Subadviser written instructions to the contrarythereof in writing, the Subadviser shall vote be bound by such determination for the period, if any, specified in such notice or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and proceduresuntil similarly notified that such determination has been revoked. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting 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 is necessary 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 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 Fund to comply with determine if the requirements commissions paid over representative periods of Form N-PX or any law, rule, regulation or Commission position. Subject time were reasonable in relation to the provisions benefits to the Fund. In making purchases or sales of this Subadvisory Agreementsecurities or other property for the account of a Fund, the Subadviser shall have may deal with itself or with the authority to buy, sell or otherwise effect investment transactions for and in the name Trustees of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers 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 shall reasonably request or as required by applicable law or regulationTrust, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by discretion, may instruct the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial effect all or otherwise) a portion of the Subadviser its securities transactions with one or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted more brokers and/or dealers selected by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees Trustees, if it determines that the use of such brokers and/or dealers is in the best interest of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory AgreementTrust. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

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 shall, in furtherance of the Investment Advisory Agreement. Pursuant to this Agreement and subject to the direction oversight and control review of the Trust’s Board Adviser, the Subadviser will manage the investment and reinvestment of Trustees the assets of FEFA. The Subadviser will determine, in its discretion and MML Adviserssubject to the oversight and review of the Adviser, (i) provide a continuing investment program for the Portfolio and determine what securities or commodity, currency or other investments shall futures contracts and options to be purchased or sold by FEFA, and shall provide the Portfolio; (ii) arrange, 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 with respect to or affecting FEFA as the Adviser may reasonably request. The Subadviser shall discharge the foregoing responsibilities subject to the provisions control of Section 5 hereof, for the purchase officers and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives and in compliance with (i) the Subadviser written instructions to the contraryTrust’s current prospectus and statement of additional information, in particular, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to objectives, policies, and limitations for FEFA set forth therein, (ii) the issuers Agreement and Declaration of securities in which assets Trust and By-Laws of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodianTrust, in accordance with Subadviser’s (iii) applicable laws and regulations, and (iv) such compliance or similar policies and procedures. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund or procedures as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or the Adviser may from time to time adopt as required by applicable law or regulationto which the Subadviser has prior written notice, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) each case as may be amended from time to time. The Subadviser shall cooperate with the Adviser as may be reasonably requested in connection with the Adviser’s responsibilities to FEFA. The Subadviser shall also promptly review, and with respect to matters relating or information known to it, provide full comments on, any FEFA offering or disclosure materials provided to it for review. The Subadviser represents and prompt disclosure warrants to MML Advisers the Adviser that the Subadviser’s operations and the Fund regarding itself investment management activities on behalf of FEFA will at all times be in compliance with all applicable federal and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of state laws governing FEFA’s operations and investments. Without limiting the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel represents and warrants that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser it will (i) shall maintain such books invest and records reinvest FEFA’s assets in a manner that will enable FEFA to be treated as are required a “regulated investment company” under subchapter M, chapter 1 of the Act or other applicable lawInternal Revenue Code of 1986, based on as amended (the services provided by “Code”); and (ii) comply with (1) the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 provisions of the Act and rules adopted thereunder; and (ii2) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times applicable federal and upon reasonable advance written noticestate securities, commodities and banking laws. The Subadviser shall provide the Fund further represents and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers warrants that to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records extent that any statements or omissions made in any Registration Statement for shares of the Trust, or any amendments or supplements thereto, are made in reliance upon and in conformity with information furnished by the Subadviser for use therein, such Registration Statement and any amendments or supplements thereto 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 Portfolio Subadviser and the Subadviser’s performance hereunder. The Subadviser agrees that all records which it maintains relating its activities on behalf of FEFA, contain any untrue statement of a material fact or omit to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund state any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are material fact required to be maintained by it pursuant stated therein or necessary to this Subadvisory Agreementmake the statements therein not misleading at the time such information is furnished. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to timeIn addition, the Subadviser shall timely provide promptly advise the Adviser of any modifications or supplements to MML Advisers (i) such information and commentary for furnished by it to the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify extent such modifications or supplements become necessary to ensure that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do continues to not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the information statements therein not misleading. The Subadviser accepts such employment and commentary not misleading 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. (Bb) provide additional certifications related The Subadviser agrees to the Subadviser’s management maintain a level of the Portfolio in order to support the Fund’s filings on Form N-CSR errors and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended omissions or professional liability insurance coverage that is from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect time reasonably satisfactory to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML AdvisersAdviser. (ic) In FEFA’s assets shall be maintained in the absence of willful misfeasance, bad faith, gross negligence or fraud on the part custody of the Subadviser, or reckless disregard of its obligations and duties hereunder, custodian identified by the Adviser in writing (“Custodian”). The Subadviser shall not be subject to liable for any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for loss resulting from any act or omission in of the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the Custodian other than acts or omissions of any custodian arising in reliance on instructions of the Fund’s assetsSubadviser. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 3 contracts

Samples: Subadvisory Agreement (First Eagle Funds), Subadvisory Agreement (First Eagle Funds), Subadvisory Agreement (First Eagle Funds)

Duties of the Subadviser. The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreement with 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 the assets of each Portfolio. The Subadviser will determine, in its discretion and subject to the oversight and review of the Adviser, the 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 Trust is required to maintain, and will render regular reports to the Adviser and to officers and Trustees of the 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 Trustees of the Trust and in compliance with such policies as the Trustees of the Trust may from time to time establish, and in compliance with (a) The Subadviser shallthe objectives, subject to policies, restrictions and limitations for the direction and control of Portfolio(s) as set forth in the Trust’s Board 's current prospectus and statement of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolioadditional information; and (iiib) provide reports on the foregoing applicable laws and regulations. The Subadviser agrees to comply with all applicable federal and state laws, including securities, commodities and banking laws in carrying out its obligations under this Subadvisory Agreement. The Subadviser also agrees to comply with any policies, guidelines, instructions and procedures approved by the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives or the Subadviser written instructions Adviser and provided to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and procedures. The Subadviser shall provide the Fund in a timely manner with such records of also maintain compliance procedures that it reasonably believes are adequate to ensure its proxy voting on behalf of the Fund as is necessary for the Fund to comply compliance with the requirements Investment Advisers Act of Form N-PX or any law, rule, regulation or Commission position1940. Subject to No supervisory activity undertaken by the provisions of this Subadvisory Agreement, the Subadviser Adviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out limit the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports 's full responsibility for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control . The Adviser is responsible for monitoring each Portfolio's compliance with all applicable laws including compliance with Section 817 of the Internal Revenue Code of 1986, as amended (the "Code") and the diversification regulations thereunder. The Subadviser will provide the Adviser with any information that is requested of it by the Adviser in connection with the Adviser's compliance programs. The Subadviser represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Trust, or any change amendment or supplement thereto, are made in its personnel that could materially affect the services provided 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 Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) requirements of the Subadviser or any person who controls Securities Act of 1933 and the Subadviser, information regarding the investment performance rules and general investment methods regulations of the Subadviser or its principals Commission thereunder (the "1933 Act") and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the information statements therein not misleading. The Subadviser agrees: (a) to maintain a level of errors and commentary not misleading 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 (Bb) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; time and (iii) an annual certification from the Subadviser’s Chief Compliance Officerupon reasonable request, appointed under Rule 206(4)-7 under the Advisers Act, with respect to supply evidence of such coverage to the design Adviser. The Subadviser accepts such employment and operation of agrees, at its own expense, to render the Subadviser’s compliance programservices set forth herein and to provide the office space, in a format reasonably requested furnishings, equipment and personnel required by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud it to perform such services on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporationscompensation 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 shallshall provide the Portfolio and the Adviser with such investment advice and supervision as the Adviser may from time to time consider necessary for the proper supervision of such portion of the 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 Trust. 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 the Portfolio allocated by the Adviser to the Subadviser shall be held uninvested, subject always to the direction and control restrictions of the Trust’s Board '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 and MML Advisersof the Trust may at any time, (i) provide a continuing investment program for upon written notice to the Portfolio and Subadviser, suspend or restrict the right of the Subadviser to determine what securities or other investments shall be purchased or sold on behalf of the Portfolio and what portion, if any, of the assets of the Portfolio allocated by the Portfolio; (ii) arrange, subject Adviser to the provisions of Section 5 hereofSubadviser shall be held uninvested. The Subadviser shall also, for as requested, make recommendations to the purchase Adviser as to the manner in which proxies, voting rights, rights to consent to corporate action and sale of securities and any other investments for rights pertaining to the Portfolio; and (iii) provide reports on the foregoing to 's portfolio securities shall be exercised. Should the Board of Trustees of the Trust or the Adviser at each Board meeting. Unless MML Advisers gives any time, however, make any definite determination as to investment policy applicable to the Portfolio and notify the Subadviser written instructions to the contrarythereof in writing, the Subadviser shall vote be bound by such determination, following a reasonable implementation period, for the period, if any, specified in such notice or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and proceduresuntil similarly notified that such determination has been revoked. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting take, on behalf of the Fund Portfolio, all actions which it deems necessary to implement the investment policies determined as is necessary provided above, and in particular to place all orders for the Fund to comply purchase or sale of securities for the Portfolio's account with the requirements brokers or dealers selected by it, and to that end the Subadviser is authorized as the agent of Form N-PX or any law, rule, regulation or Commission position. Subject the Trust to give instructions to the provisions custodian and any subcustodian of this Subadvisory Agreementthe Portfolio as to deliveries of securities and payments of cash for the account of the 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 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 shall have may deal with itself or with the authority to buy, sell or otherwise effect investment transactions for and in the name Trustees of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers 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 shall reasonably request Trust, in its discretion, may instruct the Subadviser to effect all or as required a portion of its securities transactions with one or more brokers and/or dealers selected by applicable law or regulationthe Board of Trustees, including, but not limited to, compliance reports and those reports listed if it determines that the use of such brokers and/or dealers is in Appendix A. (c) the best interest of the Trust. The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates not be liable for any actions or any person who controls any omissions of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided brokers and/or dealers selected by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML AdvisersAdviser. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

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 Subadviser shall, subject to the direction and control of the Trust’s Board of Trustees and MML Advisers, MassMutual (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 6 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers MassMutual gives the Subadviser written instructions to notice that it is assuming proxy voting responsibility for the contraryPortfolio, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and proceduresinvested. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers MassMutual such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers MassMutual or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers MassMutual and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following other clients generally with the same or similar investment strategies as the Portfolio, information regarding the results of any examination of the Subadviser conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the FundPortfolio or the investment strategy by which the Portfolio is managed or members or former members of the portfolio management team of the Portfolio, summary information regarding the results of any examination of the Subadviser conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization that does not relate directly to the services performed by the Subadviser hereunder with respect to the Portfolio or the investment strategy by which the Portfolio is managed or members or former members of the portfolio management team of the Portfolio, and, upon request, other information that MML Advisers MassMutual reasonably deems necessary or desirable to enable MML Advisers MassMutual to monitor the performance of the Subadviser and information about the Subadviser that is required, in the reasonable judgment of MML Advisers MassMutual and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers MassMutual or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers MassMutual or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers MassMutual (or their agents or accountants), upon reasonable prior written request by MML Advisers MassMutual to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers MassMutual and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers MassMutual serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers MassMutual or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers MassMutual (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML AdvisersMassMutual, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML AdvisersMassMutual, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML AdvisersMassMutual. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML AdvisersMassMutual, the Trust Trust, or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 3 contracts

Samples: Investment Subadvisory Agreement (Massmutual Select Funds), Investment Subadvisory Agreement (Massmutual Select Funds), Investment Subadvisory Agreement (Massmutual Select Funds)

Duties of the Subadviser. (a) The Subadviser shall, subject to Adviser hereby engages the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and procedures. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control services of the Subadviser or any change in furtherance of its personnel that could materially affect Investment Advisory and Management Agreements with the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio Corporation and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant Trust. Pursuant to this Subadvisory Agreement and as are necessary for MML Advisers 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 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 of the Corporation and the Trust is required to meet maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its record keeping obligations generally 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 and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establish, and in compliance with (a) the objectives, policies, and limitations for the Fund set forth in the Corporation and the Trust's current prospectuses and statements of additional information, and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion of the assets which it manages of 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, the Subadviser represents and warrants (1) qualification, election and maintenance of such election by each Fund to be treated as a "regulated investment company" under Section 31 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; (b) applicable federal and state securities, commodities and banking laws; and (iic) shall meet with the distribution requirements necessary to avoid payment of any persons at the request of MML Advisers or the Board of Trustees excise tax pursuant to Section 4982 of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written noticeCode. The Subadviser shall provide the Fund further represents and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees warrants that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible that any statements or omissions made in any Registration Statement for the acts and omissions of any such third party as if they were those shares of the SubadviserCorporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and (iii) shall obtain in conformity with information furnished by the written agreement of Subadviser expressly for use therein, such third party Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers Securities Act of 1933 and the Fund for any reasonable costs, upon evidence rules and regulations of invoices, bills, etc., associated with the production, printing and filing with the Commission thereunder (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a"1933 Act") and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information Act and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the information statements therein not misleading. The Subadviser accepts such employment and commentary not misleading 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. (Bb) provide additional certifications related The Subadviser agrees to the Subadviser’s management maintain a level of the Portfolio in order to support the Fund’s filings on Form N-CSR errors and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended omissions or professional liability insurance coverage that is from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect time satisfactory to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML AdvisersAdviser. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 3 contracts

Samples: Subadvisory Agreement (Sunamerica Income Funds), Subadvisory Agreement (Sunamerica Money Market Funds Inc), Subadvisory Agreement (Sunamerica Strategic Investment Series Inc)

Duties of the Subadviser. (a) The Subadviser shall, subject to the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and proceduresinvested. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following other clients with the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunderhereunder and such other books and records of the Subadviser as are necessary to confirm that the Subadviser has complied with its obligations and duties under this Subadvisory Agreement. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-QCSR, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 3 contracts

Samples: Investment Subadvisory Agreement (Massmutual Select Funds), Investment Subadvisory Agreement (MML Series Investment Fund), Investment Subadvisory Agreement (Massmutual Select Funds)

Duties of the Subadviser. (a) The Subadviser shall, subject to the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and proceduresinvested. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Unless otherwise agreed to by MML Advisers and the Subadviser, Subadviser shall not act with respect to legal proceedings, including class actions or bankruptcies and notices of such proceedings. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the PortfolioPortfolio (subject to applicable restrictions on the release of client confidential information), information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-self- regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunderhereunder and such other books and records of the Subadviser as are necessary to confirm that the Subadviser has complied with its obligations and duties under this Subadvisory Agreement. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 3 contracts

Samples: Investment Subadvisory Agreement (MML Series Investment Fund II), Investment Subadvisory Agreement (MML Series Investment Fund II), Investment Subadvisory Agreement (Massmutual Select Funds)

Duties of the Subadviser. (a) The Subadviser shallshall provide the 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 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 Trust. 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 the Portfolio allocated by the Manager to the Subadviser shall be held uninvested, subject always to the direction and control restrictions of the Trust’s Board '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 and MML Advisersof the Trust may at any time, (i) provide a continuing investment program for upon written notice to the Portfolio and Subadviser, suspend or restrict the right of the Subadviser to determine what securities or other investments shall be purchased or sold on behalf of the Portfolio and what portion, if any, of the assets of the Portfolio allocated by the Portfolio; (ii) arrange, subject Manager to the provisions of Section 5 hereofSubadviser shall be held uninvested. The Subadviser shall also, for as requested, make recommendations to the purchase Manager as to the manner in which proxies, voting rights, rights to consent to corporate action and sale of securities and any other investments for rights pertaining to the Portfolio; and (iii) provide reports on the foregoing to 's portfolio securities shall be exercised. Should the Board of Trustees of the Trust or the Manager at each Board meeting. Unless MML Advisers gives any time, however, make any definite determination as to investment policy applicable to the Portfolio and notify the Subadviser written instructions to the contrarythereof in writing, the Subadviser shall vote be bound by such determination for the period, if any, specified in such notice or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and proceduresuntil similarly notified that such determination has been revoked. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting take, on behalf of the Fund Portfolio, all actions which it deems necessary to implement the investment policies determined as is necessary provided above, and in particular to place all orders for the Fund to comply purchase or sale of securities for the Portfolio's account with the requirements brokers or dealers selected by it, and to that end the Subadviser is authorized as the agent of Form N-PX or any law, rule, regulation or Commission position. Subject the Trust to give instructions to the provisions custodian and any subcustodian of this Subadvisory Agreementthe Portfolio as to deliveries of securities and payments of cash for the account of the 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 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 shall have may deal with itself or with the authority to buy, sell or otherwise effect investment transactions for and in the name Trustees of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers 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 shall reasonably request or as required by applicable law or regulationTrust, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by discretion, may instruct the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial effect all or otherwise) a portion of the Subadviser its securities transactions with one or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted more brokers and/or dealers selected by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees Trustees, if it determines that the use of such brokers and/or dealers is in the best interest of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory AgreementTrust. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

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 Subadviser shallshall provide the Funds 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 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 Trust. 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 a Fund allocated by the Manager to the Subadviser shall be held uninvested, subject always to the direction and control restrictions of the Trust’s Board 's Declaration of Trust, dated October 18, 1996, and By-laws, as each may be amended and restated 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 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 and MML Advisersof the Trust may at any time, (i) provide a continuing investment program for upon written notice to the Portfolio and Subadviser, suspend or restrict the right of the Subadviser to determine what securities or other investments shall be purchased or sold on behalf of a Fund and what portion, if any, of the assets of a Fund allocated by the Portfolio; (ii) arrange, subject Manager to the provisions of Section 5 hereofSubadviser shall be held uninvested. The Subadviser shall also, for as requested, make recommendations to the purchase Manager as to the manner in which proxies, voting rights, rights to consent to corporate action and sale of any other rights pertaining to a Fund's portfolio securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to shall be exercised. Should the Board of Trustees of the Trust or the Manager at each Board meeting. Unless MML Advisers gives any time, however, make any definite determination as to investment policy applicable to a Fund and notify the Subadviser written instructions to the contrarythereof in writing, the Subadviser shall vote be bound by such determination for the period, if any, specified in such notice or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and proceduresuntil similarly notified that such determination has been revoked. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting 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 is necessary 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 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 Fund to comply with determine if the requirements commissions paid over representative periods of Form N-PX or any law, rule, regulation or Commission position. Subject time were reasonable in relation to the provisions benefits to the Fund. In making purchases or sales of this Subadvisory Agreementsecurities or other property for the account of a Fund, the Subadviser shall have may deal with itself or with the authority to buy, sell or otherwise effect investment transactions for and in the name Trustees of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers 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 shall reasonably request or as required by applicable law or regulationTrust, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by discretion, may instruct the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial effect all or otherwise) a portion of the Subadviser its securities transactions with one or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted more brokers and/or dealers selected by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees Trustees, if it determines that the use of such brokers and/or dealers is in the best interest of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory AgreementTrust. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

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 shallshall provide the Portfolio and the Adviser with such investment advice and supervision as the Adviser may from time to time consider necessary for the proper supervision of such portion of the 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 Trust. 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 the Portfolio allocated by the Adviser to the Subadviser shall be held uninvested, subject always to the direction and control restrictions of the Trust’s Board '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 and MML Advisersof the Trust may at any time, (i) provide a continuing investment program for upon written notice to the Portfolio and Subadviser, suspend or restrict the right of the Subadviser to determine what securities or other investments shall be purchased or sold on behalf of the Portfolio and what portion, if any, of the assets of the Portfolio allocated by the Portfolio; (ii) arrange, subject Adviser to the provisions of Section 5 hereofSubadviser shall be held uninvested. The Subadviser shall also, for as requested, make recommendations to the purchase Adviser as to the manner in which proxies, voting rights, rights to consent to corporate action and sale of securities and any other investments for rights pertaining to the Portfolio; and (iii) provide reports on the foregoing to 's portfolio securities shall be exercised. Should the Board of Trustees of the Trust or the Adviser at each Board meeting. Unless MML Advisers gives any time, however, make any definite determination as to investment policy applicable to the Portfolio and notify the Subadviser written instructions to the contrarythereof in writing, the Subadviser shall vote be bound by such determination for the period, if any, specified in such notice or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and proceduresuntil similarly notified that such determination has been revoked. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting take, on behalf of the Fund Portfolio, all actions which it deems necessary to implement the investment policies determined as is necessary provided above, and in particular to place all orders for the Fund to comply purchase or sale of securities for the Portfolio's account with the requirements brokers or dealers selected by it, and to that end the Subadviser is authorized as the agent of Form N-PX or any law, rule, regulation or Commission position. Subject the Trust to give instructions to the provisions custodian and any subcustodian of this Subadvisory Agreementthe Portfolio as to deliveries of securities and payments of cash for the account of the 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 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 shall have may deal with itself or with the authority to buy, sell or otherwise effect investment transactions for and in the name Trustees of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers 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 shall reasonably request or as required by applicable law or regulationTrust, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by discretion, may instruct the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial effect all or otherwise) a portion of the Subadviser its securities transactions with one or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted more brokers and/or dealers selected by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees Trustees, if it determines that the use of such brokers and/or dealers is in the best interest of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory AgreementTrust. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

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 Subadviser shall, subject to the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and proceduresinvested. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following other clients with the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunderhereunder and such other books and records of the Subadviser as are necessary to confirm that the Subadviser has complied with its obligations and duties under this Subadvisory Agreement. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-QCSR, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 3 contracts

Samples: Investment Subadvisory Agreement (MML Series Investment Fund), Investment Subadvisory Agreement (MML Series Investment Fund), Investment Subadvisory Agreement (Massmutual Select Funds)

Duties of the Subadviser. (a) The Adviser hereby appoints the Subadviser, in furtherance of its Investment Advisory and Management Agreement with the Corporation, to manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser shall, will determine in its discretion and subject to the direction oversight and control review of the Trust’s Board of Trustees and MML AdvisersAdviser, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall to be purchased or sold by sold, will provide the Adviser with records concerning the Portfolio; (ii) arrange's investment activity which the Subadviser is required to maintain in connection therewith, subject and will render regular reports to the provisions Adviser and to officers and Directors of Section 5 hereof, for the purchase and sale Corporation concerning its discharge of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and proceduresresponsibilities. The Subadviser shall provide discharge the Fund foregoing responsibilities subject to the control of the officers and the Directors of the Corporation and in a timely manner compliance with such records of its proxy voting on behalf policies as the Directors of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate Corporation may from time to time establish, and in order to carry out compliance with (a) the Subadviser’s responsibilities hereunder. objectives, policies, and limitations for the Portfolio set forth in the Corporation's current prospectus and statement of additional information, and (b) applicable laws and regulations. The Subadviser shall provide to MML Advisers such reports for agrees that it will operate and manage the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees portion of the Trust shall reasonably request or as required by assets allocated to it of each of the Portfolio set forth in Schedule A at all times in compliance with applicable law or regulation, including, but not limited to, compliance reports federal and those reports listed in Appendix A. (c) state laws governing its operations and investments. The Subadviser shall provide full and prompt disclosure agrees to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change manage such allocated assets in the condition Portfolio in compliance with (financial or otherwisea) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 provisions of the Act and rules adopted thereunder; (b) the diversification requirements specified in Subchapter M, Chapter 1 of the Code; and (iic) applicable federal and state securities, commodities and banking laws, provided that the Adviser shall meet provide the Subadviser with any persons at written direction as to the request requirements of MML Advisers or the Board of Trustees applicable federal and state banking laws. For purposes of the Trust for preceding sentence, disclosure in the purpose Corporation's prospectus and/or statement of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times additional information of applicable state insurance laws and upon reasonable advance regulations and applicable federal and state banking laws and regulations shall constitute "written noticedirection" thereof. The Subadviser shall provide the Fund represents and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees warrants that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible that any statements or omissions regarding the Subadviser made in any Registration Statement for the acts and omissions of any such third party as if they were those shares of the SubadviserCorporation, or any amendment or supplement thereto, are made in reliance upon and (iii) shall obtain in conformity with written information furnished by the written agreement of Subadviser expressly for use therein, such third party Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers Securities Act of 1933 and the Fund for any reasonable costs, upon evidence rules and regulations of invoices, bills, etc., associated with the production, printing and filing with the Commission thereunder (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a"1933 Act") and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information Act and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the information statements therein not misleading. In addition, the Adviser represents and commentary not misleading and (B) provide additional certifications related 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 Subadviser’s management requirements of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, 1933 Act and the Fund’s Principal Executive Officer’s Act and Principal Financial Officer’s certifications under Rule 30a-2 under 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 Act; statements therein not misleading. The Subadviser accepts such 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. (iib) The Subadviser agrees to maintain a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser level of errors and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended omissions or professional liability insurance coverage that is from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect time satisfactory to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML AdvisersAdviser. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 3 contracts

Samples: Subadvisory Agreement (Sunamerica Strategic Investment Series Inc), Subadvisory Agreement (Style Select Series Inc), Subadvisory Agreement (Style Select Series Inc)

Duties of the Subadviser. (a) The Subadviser shallshall manage the Portfolio assets as are allocated to it by the Adviser, except that the Subadviser 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 what portion of the assets of the Portfolio allocated by the Adviser to the Subadviser shall be held uninvested, subject always to the direction and control restrictions of the Trust’s Board '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 and MML Advisersof the Trust may at any time, (i) provide a continuing investment program for upon written notice to the Portfolio and Subadviser, suspend or restrict the right of the Subadviser to determine what securities or other investments shall be purchased or sold on behalf of the Portfolio and what portion, if any, of the assets of the Portfolio allocated by the Portfolio; (ii) arrange, subject Adviser to the provisions of Section 5 hereofSubadviser shall be held uninvested. The Subadviser shall also, for as requested, make recommendations to the purchase Adviser as to the manner in which proxies, voting rights, rights to consent to corporate action and sale of securities and any other investments for rights pertaining to the Portfolio; and (iii) provide reports on 's portfolio securities shall be exercised. However, in no event shall the foregoing 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 each Board meeting. Unless MML Advisers gives any time, however, make any definite determination as to investment policy applicable to the Portfolio and notify the Subadviser written instructions to the contrarythereof in writing, the Subadviser shall vote be bound by such determination for the period, if any, specified in such notice or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and proceduresuntil similarly notified that such determination has been revoked. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting take, on behalf of the Fund Portfolio, all actions which it deems necessary to implement the investment policies determined as is necessary provided above, and in particular to place all orders for the Fund to comply purchase or sale of securities for the Portfolio's account with the requirements brokers or dealers selected by it, and to that end the Subadviser is authorized as the agent of Form N-PX or any law, rule, regulation or Commission position. Subject the Trust to give instructions to the provisions custodian and any subcustodian of this Subadvisory Agreementthe Portfolio as to deliveries of securities and payments of cash for the account of the 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 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 shall have may deal with affiliated brokers and/or dealers as defined by the authority 1940 Act and to buy, sell or otherwise effect investment transactions for and in the name of extent such actions are permitted by the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) 1940 Act. The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request Trust, in its discretion, may instruct the Subadviser to effect all or as required a portion of its securities transactions with one or more brokers and/or dealers selected by applicable law or regulationthe Board of Trustees, including, but not limited to, compliance reports and those reports listed if it determines that the use of such brokers and/or dealers is in Appendix A. (c) the best interest of the Trust. The Subadviser shall provide full not be responsible for and prompt disclosure shall be held harmless with respect to MML Advisers and any execution costs incurred by the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change Trust relating to securities transactions conducted with brokers and/or dealers in control of accordance with instructions given to the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser Trust's Board of Trustees. In particular, the Trust acknowledges that, to the Fund hereunderextent the Subadviser is directed to use a specific broker and/or dealer, information regarding any material adverse change 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 orders for the sale or purchase of securities in the condition (financial or otherwise) of the Subadviser or any person who controls Portfolio with other accounts managed by the Subadviser. With respect to the allocation of trades, information regarding purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the investment performance accounts involved and general investment methods of at a price which is approximately averaged. However, the Subadviser or its principals affiliates may, based upon their trading strategies or their accounts' investment objectives or investment restrictions, restrict to certain accounts purchases and affiliates relating sales of securities acquired in initial public offerings, including those that trade or are expected to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, trade at a premium in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or ordersecondary market. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

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 Subadviser shall, subject Subject to the direction and control of the Trust’s Board Adviser and the oversight of Trustees the Board, the Subadviser shall make decisions with respect to all purchases and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale sales of securities and other investments for investment assets in the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meetingFunds. Unless MML Advisers gives the Subadviser written instructions to the contraryTo carry out such decisions, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodianis hereby authorized, in accordance with Subadviser’s policies as agent and procedures. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary attorney-in-fact for the Fund to comply with Trust, for the requirements account of, at the risk of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the FundTrust, including without limitationto place orders and issue instructions with respect to those transactions of the Funds. In all purchases, sales and other transactions in securities for the Funds, the power Subadviser is authorized to enter into swap, futures, options exercise full discretion and other agreements act for the Trust in the same manner and with counterparties on the Fund’s behalf same force and effect as the Subadviser deems appropriate from time Trust might or could do with respect to time in order such purchases, sales or other transactions, as well as with respect to carry out all other things necessary or incidental to the Subadviser’s responsibilities hereunderfurtherance or conduct of such purchases, sales or other transactions. (b) Upon request, the Subadviser will report to the Board (either directly or through the Adviser) all changes in the Funds since the prior report, and will keep the Board informed (either directly or through the Adviser) of important developments affecting the Trust, the Funds and the Subadviser, and on its own initiative, will furnish the Board (either directly or through the Adviser) from time to time with such information as the Subadviser may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in the Funds' holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Funds maintain investments. The Subadviser shall provide will also furnish the Board (either directly or through the Adviser) with such statistical and analytical information with respect to MML Advisers such reports for securities in the Portfolio, on a monthly, quarterly Funds as the Subadviser may believe appropriate or annual basis, as MML Advisers the Adviser or the Board reasonably may request. In making purchases and sales of Trustees securities for the Funds the Subadviser will comply with the policies set from time to time by the Board as well as the limitations imposed by the Trust's Declaration of Trust, as amended from time to time (the "Declaration of Trust"), and Registration Statement under the Act and the Securities Act of 1933, as amended, the limitations in the Act and in the Internal Revenue Code of 1986, as amended, in respect of regulated investment companies, and the investment objectives, policies and restrictions of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A.Funds. (c) The Subadviser shall provide full and prompt disclosure maintain records for the Funds relating to MML Advisers portfolio transactions and the Fund regarding itself placing and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any allocation of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided brokerage orders as are required to be maintained by the Trust under the Act. The Subadviser shall prepare and maintain, or cause to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance be prepared and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is requiredmaintained, in the reasonable judgment of MML Advisers such form, for such periods and upon prior written request, to in such locations as may be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books all documents and records as are required under the Act or other applicable law, based on relating to the services provided by the Subadviser pursuant to this Subadvisory Agreement required to be prepared and as are necessary for MML Advisers maintained by the Subadviser or the Trust pursuant to meet its record keeping obligations generally set forth under Section 31 the rules and regulations of any national, state, or local government entity with jurisdiction over the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers Subadviser or the Board of Trustees of Trust, including the Trust for Commission and the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written noticeInternal Revenue Service. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records pertaining to the Trust which are in possession of the Subadviser relating to shall be the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s requestTrust. The Subadviser may maintain Trust, or the Trust's authorized representatives, shall have access to such books and records at all times during the Subadviser's normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Subadviser (either directly or through the Adviser) to the Trust or its authorized representatives. (d) The Subadviser acknowledges and further agrees that the Adviser is ultimately responsible for providing to preserve for the periods prescribed Funds the services required of it under the Act any such records as are required to be maintained by it pursuant to this Subadvisory AgreementManagement Contract. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and recordsAccordingly, the Subadviser shall discharge its duties and responsibilities specified in this Section 2 and elsewhere in this Agreement subject at all times to the direction, control and oversight of the Adviser. In furtherance thereof, the Subadviser shall, without limitation, (i) shall only do so make its offices available to representatives of the extent consistent Adviser for on-site inspections and consultations with the officers and applicable lawportfolio managers of the Subadviser responsible for the day-to-day management of the Funds, (ii) shall be responsible for upon request, provide the acts and omissions Adviser with copies of any such third party as if they were those all records it maintains regarding its management of the Subadviser, Funds and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) report to the same extent Adviser each calendar quarter and at such other times as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as Adviser may reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall regarding (A) certify that such information the Subadviser's implementation of each Fund's investment program and commentary discuss the factors that materially affected the performance of the Portfolioeach Fund's portfolio composition and performance, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related any policies and procedures implemented by the Subadviser to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR ensure compliance with United States securities laws and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related regulations applicable to the Subadviser and the Subadviser’s management Funds, (C) each Fund's compliance with the investment objectives, policies and limitations set forth in such Fund's then current Prospectus and Statement of Additional Information and any additional operating policies or procedures that the Portfolio, Trust communicates to the Subadviser in formats reasonably requested by MML Advisers, as they may be amended from time to time; writing (either directly or through the Adviser) and (iiiD) an annual certification from such other matters as the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format Adviser may reasonably requested by MML Advisersrequest. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 3 contracts

Samples: Investment Subadvisory Agreement (Schroder Series Trust), Investment Subadvisory Agreement (Schroder Series Trust), Investment Subadvisory Agreement (Schroder Series Trust)

Duties of the Subadviser. (a) The Subadviser shall, subject to the direction and control of the Trust’s Board of Trustees and MML AdvisersMassMutual, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers MassMutual gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and proceduresinvested. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers MassMutual such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers MassMutual or the Board of Trustees of the Trust and Subadviser shall reasonably request mutually agree upon or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers MassMutual and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following other clients with the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers MassMutual reasonably deems necessary or desirable to enable MML Advisers MassMutual to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers MassMutual and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers MassMutual or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers MassMutual or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers MassMutual (or their agents or accountants), upon reasonable prior written request by MML Advisers MassMutual to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunderhereunder and such other books and records of the Subadviser as are necessary to confirm that the Subadviser has complied with its obligations and duties under this Subadvisory Agreement. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers MassMutual and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers MassMutual serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers MassMutual or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers MassMutual (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML AdvisersMassMutual, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not knowingly or deliberately contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML AdvisersMassMutual, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML AdvisersMassMutual. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 3 contracts

Samples: Investment Subadvisory Agreement (MML Series Investment Fund II), Investment Subadvisory Agreement (MML Series Investment Fund II), Investment Subadvisory Agreement (Massmutual Premier Funds)

Duties of the Subadviser. (a) The Subadviser shall, subject to the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and proceduresinvested. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Unless otherwise agreed to by MML Advisers and the Subadviser, Subadviser shall not act with respect to legal proceedings, including class actions or bankruptcies and notices of such proceedings. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the PortfolioPortfolio (subject to applicable restrictions on the release of client confidential information), information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-self- regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunderhereunder and such other books and records of the Subadviser as are necessary to confirm that the Subadviser has complied with its obligations and duties under this Subadvisory Agreement. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-QCSR, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject Notwithstanding anything to the provisions of Section 5 hereof and applicable lawcontrary herein, the Subadviser may obtain investment information, research or assistance from delegate any other of its duties and obligations hereunder to any affiliated person, firm as such term is defined in the Act, that is eligible to serve as an investment adviser to an investment company registered under the Act on such terms and conditions as it deems necessary or corporation appropriate, provided that (i) MML Advisers and the Board of Trustees of the Trust consent to assist the Subadviser with respect any such delegation and to the performance terms and conditions thereof, (ii) such delegation is pursuant to a written contract which receives prior approval by MML Advisers and the Board of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning Trustees of the Act or represent an assignment Trust, which may not be materially amended without prior written approval of any rights or responsibilitiesMML Advisers and the Board of Trustees of the Trust, and which provides for its automatic termination in the Subadviser shall remain liable for the performance of its obligations under event this Subadvisory Agreement is terminated for any reason, and (iii) such delegation is permitted by and in conformity with the Act. The Subadviser shall be liable to MML Advisers and the Fund for any loss or damage arising out of, in connection with, or related to the acts and actions, or omissions to act, of any delegee utilized hereunder as if such personsdelegee were a party hereto. The Subadviser shall be solely responsible for compensating any delegee for services rendered, firms neither MML Advisers nor the Fund may be held responsible, or corporationsotherwise liable for, the payment of any amount due, or which may become due to any delegee.

Appears in 3 contracts

Samples: Investment Subadvisory Agreement (MML Series Investment Fund II), Investment Subadvisory Agreement (MML Series Investment Fund II), Investment Subadvisory Agreement (MML Series Investment Fund II)

Duties of the Subadviser. (a) The Subadviser shall, subject to Adviser hereby engages the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and procedures. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control services of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any furtherance of its obligations under this Section 2(d) relating to books Investment Advisory and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply Management Agreement with the requirements of this Section 2(d) Trust. Pursuant to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions oversight and review of Section 5 hereof and applicable lawthe 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, 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 such other information and reports as may obtain investment reasonably be requested by the Adviser from time to time, other than proprietary information, research or assistance from any other person, firm or corporation to assist and provided the Subadviser with respect shall not be responsible for portfolio accounting, nor shall it be required to generate information derived from portfolio accounting data. The Subadviser shall discharge the foregoing responsibilities subject to the performance control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees of the Trust may from time to time establish, and in compliance with (a) the objectives, policies, and limitations for the Portfolio(s) set forth in the Trust's current prospectus and statement of additional information, and (b) applicable laws and regulations. The Subadviser agrees to manage each of the Portfolios set forth in Schedule A (1) in compliance with all applicable federal and state laws governing its obligations under this Subadvisory Agreementoperations 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. Such engagement shall not involve any such person serving 33-08859; hereinafter "Contracts") as an “adviser” 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 agrees to manage each Portfolio within (1) so that it qualifies to be treated as a "regulated investment company" under subchapter M, chapter 1 of the meaning Code, and (2) in compliance with (a) the provisions of the Act or represent an assignment and rules adopted thereunder; (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 rights or responsibilitiessuch applicable state insurance laws; (d) applicable federal and state securities, commodities and banking laws; and (e) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. 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 be entitled to treat the portion of the assets of each Portfolio that it manages as though such portion constituted the entire portfolio, and the Subadviser shall remain liable not be responsible in any way for the performance compliance of its obligations under other portions of the Portfolio or for compliance of the Portfolio as a whole with this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporationsparagraph.

Appears in 3 contracts

Samples: Subadvisory Agreement (Seasons Series Trust), Subadvisory Agreement (Seasons Series Trust), Subadvisory Agreement (Seasons Series Trust)

Duties of the Subadviser. Subject to supervision and direction by the Adviser and the Trust’s Board of Trustees, the Subadviser shall manage all of the securities and other assets of each Fund entrusted to it hereunder (the “Assets”), including the purchase, retention and disposition of the Assets in accordance with the Fund’s investment objectives, policies, and restrictions as stated in each Fund’s then current prospectus and statement of additional information, as may be amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following: (a) The Subadviser will provide investment advisory services to each Fund and shall, in such capacity, determine from time to time what Assets will be purchased, retained, or sold by the Fund, and what portion of the Assets will be invested or held uninvested in cash, subject to the direction of the Adviser and control the Board of Trustees of the Trust. (b) In the performance of its duties and obligations under this Agreement, the Subadviser shall act in conformity with the Trust’s Declaration of Trust (as defined herein) and By-Laws, the Prospectus, and the instructions and directions of the Adviser and of the Board of Trustees of the Trust, and MML Adviserswill conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986 (ithe “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time. (c) provide a continuing investment program for The Subadviser shall determine the Portfolio and determine what securities or other investments shall Assets to be purchased or sold by each Fund as provided in subparagraph (a) above and will place orders with or through such persons, brokers or dealers to carry out the Portfolio; (ii) arrangepolicy with respect to brokerage set forth in each Fund’s Prospectus or as the Board of Trustees or the Adviser may direct in writing from time to time, subject in conformity with all federal securities laws. In executing Fund transactions and selecting brokers or dealers, the Subadviser will use its best efforts to seek on behalf of each Fund the provisions best overall terms available. In assessing the best overall terms available for any transaction, the Subadviser shall consider all factors that it deems relevant, including the breadth of Section 5 hereofthe market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the purchase specific transaction and sale on a continuing basis. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Subadviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of securities and other investments for the Portfolio; and Securities Exchange Act of 1934 (iii) provide reports on the foregoing to “Exchange Act”)). Consistent with any guidelines established by the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives and Section 28(e) of the Subadviser written instructions to the contraryExchange Act, the Subadviser shall vote is authorized to pay to a broker or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities dealer who provides such brokerage and research services a commission for executing a portfolio transaction for each Fund that is in which assets excess of the Portfolio are invested amount of commission another broker or dealer would have charged for which Subadviser receives timely materials from the Fund’s custodianeffecting that transaction if, in accordance with Subadviser’s policies and procedures. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreementbut only if, the Subadviser shall have determines in good faith that such commission was reasonable in relation to the authority to buy, sell or otherwise effect investment transactions for and in the name value of the Fund, including without limitation, the power to enter into swap, futures, options brokerage and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time research services provided by such broker or dealer viewed in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly terms of that particular transaction or annual basis, as MML Advisers or the Board of Trustees in terms of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control overall responsibilities of the Subadviser to its discretionary clients, including the Funds. In addition, the Subadviser is authorized to allocate purchase and sale orders for securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Subadviser, or the Trust’s principal underwriter, consistent with applicable law) if the Subadviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the Funds’ Assets be purchased from or sold to the Adviser, Subadviser, the Trust’s principal underwriter, or any change in its personnel that could materially affect affiliated person of either, the services provided by the Subadviser to the Fund hereunderTrust, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls Adviser, the Subadviser, information regarding or the investment performance and general investment methods of principal underwriter, acting as principal in the Subadviser or its principals and affiliates relating transaction, except to the Portfolio extent permitted by the Securities and Exchange Commission (“SEC”) and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order1940 Act. (d) The Subadviser (i) shall maintain such all books and records as are with respect to transactions involving the Assets required by subparagraphs (b)(5), (b)(6), (b)(7), (b)(9), (b)(10), and (b)(11) and paragraph (f) of Rule 31a-1 under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice1940 Act. The Subadviser shall provide keep the Fund books and MML Advisers (or their agents or accountants), upon reasonable prior written request records relating to the Assets required to be maintained by MML Advisers the Subadviser under this Agreement and shall timely furnish to the Adviser all information relating to the Subadviser, with access ’s services under this Agreement needed by the Adviser to inspect at keep the Subadviser’s office during normal business hours the other books and records of the Funds required by Rule 31a-1 under the 1940 Act. The Subadviser shall also furnish to the Adviser any other information relating to the Portfolio and Assets that is required to be filed by the Subadviser’s performance hereunderAdviser or the Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Trust obtains from the SEC. The Subadviser agrees that all records which that it maintains relating to on behalf of the Fund Funds are property of the Fund, Funds and the Subadviser will surrender promptly surrender to the Fund Funds any of such records or copies thereof upon the Fund’s Funds’ request. The ; provided, however, that the Subadviser may maintain copies retain a copy of any such records and further agrees to records. In addition, for the duration of this Agreement, the Subadviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates , and shall transfer said records to any third party any successor subadviser upon the termination of its obligations under this Section 2(d) relating to books and recordsAgreement (or, the Subadviser (i) shall only do so if there is no successor subadviser, to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory AgreementAdviser). (e) On each business day the The Subadviser shall provide to the Fund’s Adviser or the Board of Trustees such periodic and special reports, balance sheets or financial information, and such other information with regard to its affairs as the Adviser or Board of Trustees may reasonably request. (f) The Subadviser shall provide the Funds’ custodian on each business day with information relating to all transactions concerning the Portfolio’s assets Funds’ Assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any Adviser with such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and upon request by the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the FundAdviser. (g) The investment management services provided by the Subadviser under this Agreement are not to be deemed exclusive and the Subadviser shall be free to render similar services to others as long as such services do not impair the services rendered to the Adviser or the Trust. (h) The Subadviser shall promptly notify the Adviser in writing of: (i) any financial condition that is likely to impair the Subadviser’s ability to fulfill its commitment under this Agreement; (ii) any contemplated change in control or management of the Subadviser; (iii) any change in the Subadviser’s personnel materially involved in the management of the Assets; (iv) any failure by the Subadviser to remain registered as an investment adviser under Investment Advisers Act of 1940 or under the laws of any jurisdiction in which the Subadviser is required to be registered; (v) the Subadviser being served or receiving notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, or government or regulatory agency in any way relating to a Fund or potentially affecting the Subadviser’s services under this Agreement; and (v) any violation by the Subadviser of the federal securities laws. (i) The Subadviser shall not be responsible for reviewing proxy solicitation materials or voting and handling proxies in relation to the securities held as Assets in the Funds. If the Subadviser receives a misdirected proxy, it shall promptly forward such misdirected proxy to the Adviser. (j) In performance of its duties and obligations under this Agreement, the Subadviser shall not consult with any other subadviser to the Fund Funds or any other a subadviser to any other a portfolio that is under common control with the Funds concerning the Assets, except as permitted by the policies and procedures of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Funds. The Subadviser shall not be subject provide investment advice to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian assets of the Fund’s assetsFunds other than the Assets. (k) Provided that none The Subadviser shall comply with Rule 206(4)-7 under the Investment Advisers Act of MML Advisers1940, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement amended, and subject provide an annual certification to the provisions of Section 5 hereof Adviser and applicable law, Trust stating that the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation has implemented a compliance program that is reasonably designed to assist prevent violations of the Subadviser federal securities laws with respect to the performance of its obligations services provided pursuant to this Agreement. The Subadviser shall provide the Adviser and the Trust access to information regarding the Subadviser’s compliance program and assistance with the Trust’s compliance with Rule 38a-1 under the 1940 Act. (l) The Subadviser shall provide access to personnel, records, communications, systems, and all other relevant material as may be requested by the Adviser or the Trust periodically, including but not limited to remote and on-site testing, due diligence reviews, and periodic compliance-related reports and certifications. To the extent permitted by law, services to be furnished by the Subadviser under this Subadvisory Agreement. Such engagement shall not involve Agreement may be furnished through the medium of any such person serving as an “adviser” to the Portfolio within the meaning of the Act Subadviser’s control affiliates, partners, officers or represent an assignment employees; provided, however, that the use of such mediums does not relieve the Sub-Adviser from any rights obligation or responsibilities, and the Subadviser shall remain liable for the performance of its obligations duty under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporationsAgreement.

Appears in 3 contracts

Samples: Investment Subadvisory Agreement (RidgeWorth Funds), Investment Subadvisory Agreement (RidgeWorth Funds), Investment Subadvisory Agreement (RidgeWorth Funds)

Duties of the Subadviser. (a) The Subadviser shall, subject to the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and proceduresinvested. The Subadviser shall shall, upon request, provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following other clients with the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunderhereunder and such other books and records of the Subadviser as are necessary to confirm that the Subadviser has complied with its obligations and duties under this Subadvisory Agreement. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 3 contracts

Samples: Investment Subadvisory Agreement (MML Series Investment Fund II), Investment Subadvisory Agreement (MML Series Investment Fund II), Investment Subadvisory Agreement (MML Series Investment Fund II)

Duties of the Subadviser. (a) The Subadviser shall, subject to the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and proceduresinvested. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partnersparents, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following other clients with the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunderhereunder and such other books and records of the Subadviser as are necessary to confirm that the Subadviser has complied with its obligations and duties under this Subadvisory Agreement. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust Trust, or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 3 contracts

Samples: Investment Subadvisory Agreement (MML Series Investment Fund), Investment Subadvisory Agreement (MML Series Investment Fund), Investment Subadvisory Agreement (Massmutual Select Funds)

Duties of the Subadviser. (a) The Subadviser shall, subject to the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and proceduresinvested. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided under this Agreement by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or and its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following other clients with the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunderhereunder and such other books and records of the Subadviser as are necessary to confirm that the Subadviser has complied with its obligations and duties under this Subadvisory Agreement. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s reasonable request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may be properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-QCSR, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 3 contracts

Samples: Investment Subadvisory Agreement (Massmutual Select Funds), Investment Subadvisory Agreement (MML Series Investment Fund II), Investment Subadvisory Agreement (Massmutual Select Funds)

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Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser shall, in furtherance of its Investment Advisory and Management Agreement with the Trust. Pursuant to this Subadvisory Agreement and subject to the direction oversight and control review of the Trust’s Board Adviser, the Subadviser will manage the investment and reinvestment of Trustees the assets of each Portfolio. The Subadviser will determine, in its discretion and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions oversight and review of Section 5 hereofthe Adviser, for the purchase and sale of securities and other investments for to be purchased or sold, will provide the Portfolio; Adviser with records concerning its activities which the Adviser or the Trust is required to maintain, and (iii) provide will render regular reports on the foregoing to the Board of Adviser and to officers and Trustees of the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the oversight and review of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees of the Trust may from time to time establish, and in compliance with (a) the objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in the Trust's current prospectus and statement of additional information; and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that each Portfolio will at each Board meeting. Unless MML Advisers gives all times be operated and managed (a) in compliance with all applicable federal and state laws, including securities, commodities and banking laws, governing its operations and investments, provided that the Subadviser written instructions shall not be responsible for any violation of law resulting from transactions involving an affiliate of the Adviser unless Adviser has notified Subadviser of its affiliation with such entity; (b) so as not to jeopardize either the treatment of the variable annuity contracts which offer the Portfolio(s) (the "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 contrarypublic in any state where they may otherwise be sold; and (c) 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; (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 vote or determine to abstain from voting all proxies solicited be provided by or with respect the Adviser to the issuers of securities in which assets Subadviser; and (f) the policies and procedures as adopted by the Trustees of the Portfolio are invested for which Subadviser receives timely materials from Trust and communicated in writing to the Fund’s custodian, in accordance with Subadviser’s policies and procedures. The Subadviser shall provide information to the Fund in a timely manner with such records of its proxy voting on behalf of the Fund Adviser, as is necessary for the Fund and appropriate to permit Adviser to comply with the distribution requirements necessary to avoid payment of Form N-PX 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 Trust, or any lawamendment or supplement thereto, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for are made in reliance upon and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements conformity with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided 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 Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) requirements of the Subadviser or any person who controls Securities Act of 1933 and the Subadviser, information regarding the investment performance rules and general investment methods regulations of the Subadviser or its principals Commission thereunder (the "1933 Act") and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the information statements therein not misleading. The Subadviser agrees: (a) to maintain a level of errors and commentary not misleading 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 (Bb) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; time and (iii) an annual certification from the Subadviser’s Chief Compliance Officerupon reasonable request, appointed under Rule 206(4)-7 under the Advisers Act, with respect to supply evidence of such coverage to the design Adviser. The Subadviser accepts such employment and operation of agrees, at its own expense, to render the Subadviser’s compliance programservices set forth herein and to provide the office space, in a format reasonably requested furnishings, equipment and personnel required by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud it to perform such services on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporationscompensation provided in this Agreement.

Appears in 3 contracts

Samples: Subadvisory Agreement (Sunamerica Series Trust), Subadvisory Agreement (Anchor Series Trust), Subadvisory Agreement (Anchor Series Trust)

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser shall, in furtherance of the Advisory Agreement. Pursuant to this Agreement and subject to the direction oversight and control review of the Trust’s Board Adviser, the Subadviser will manage the investment and reinvestment of Trustees the assets of each Portfolio. The Subadviser will determine, in its discretion and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions oversight and review of Section 5 hereofthe Adviser, for the purchase and sale of securities and other investments for or instruments to be purchased or sold, will provide the Portfolio; Adviser with records concerning its activities which the Adviser or the Trust is required to maintain, and (iii) provide will render regular reports on the foregoing to the Board of Adviser and to officers and Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets concerning its discharge of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and proceduresforegoing responsibilities. The Subadviser shall provide discharge the Fund foregoing responsibilities subject to the control of the officers and the Trustees of the Trust and in a timely manner compliance with such records of its proxy voting on behalf policies as the Trustees of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate Trust may from time to time establish, as provided in order writing to carry out the Subadviser from time to time, and in compliance with (a) 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 provided by the Adviser to the Subadviser’s responsibilities hereunder. ; and (b) applicable laws and regulations. The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports represents and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser warrants to the Fund hereunderAdviser that it will manage the Portfolio(s) at all times (a) in compliance with all applicable federal and state laws, information regarding any material adverse change in including securities, commodities and banking laws, governing its operations and investments; (b) the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 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 current prospectus and statement of additional information (together, the “Registration Statement”) as most recently provided by the Adviser to the Subadviser; and (iid) shall meet with any persons at the request of MML Advisers or policies and procedures as adopted by the Board of Trustees of the Trust provided in writing to the Subadviser. The Subadviser further represents and warrants to the Adviser that it will manage each Portfolio in compliance with Section 851(b)(2) and (3) of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) and Section 817(h) of Subchapter L of the Code, solely with respect to the assets of the Portfolio(s) which are under its management and based on information provided by the custodian of the Portfolio(s). Furthermore, the Adviser will work in conjunction with the Subadviser to undertake any corrective action that may be required as advised by a Portfolio’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 purpose shares of reviewing the Trust, or any amendment or supplement thereto, as provided to the Subadviser’s performance under , 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 Subadvisory Agreement at reasonable times Agreement, is appropriate given the nature of its business, and (b) from time to time and upon reasonable advance written noticerequest, 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 provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall not be responsible for the acts other expenses of a Portfolio, including, without limitation, fees of a Portfolio’s independent public accountants, transfer agent, custodian and omissions of any such third party as if they were those 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, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall will not consult with any other subadviser of the Portfolio(s) or other series of the Trust, to the Fund extent any other subadvisers are engaged by the Adviser, or any other subadviser subadvisers to any other portfolio investment companies that are under common control with the Trust, concerning transactions of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund Portfolio(s) in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of Rule rule 12d3-1 under the Act. (h) As MML Advisers . Notwithstanding anything in this provision or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related Agreement to the Subadviser’s management of contrary, Adviser acknowledges and agrees that in furnishing the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties 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 not continue to be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, liable and accountable for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s 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. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

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 Subadviser shall assume all investment duties and have full discretionary power and authority with respect to the investment of the Allocated Assets. Without limiting the generality of the foregoing, the Subadviser shall, subject with respect to the direction and control of the Trust’s Board of Trustees and MML Advisers, Allocated Assets: (i) provide a continuing investment program for obtain and evaluate such information and advice relating to the Portfolio economy, securities markets, and determine what securities or and other investments shall be purchased as it deems necessary or sold by the Portfoliouseful to discharge its duties hereunder; (ii) arrangecontinuously invest the Allocated Assets in a manner reasonably consistent with the directions and policies set from time to time by the Board and any amendments thereto (“Board Policies”), subject the Organic Documents, the Prospectus, the Procedures (the Board Policies, the Organic Documents, the Prospectus, and the Procedures, collectively, the “Governing Documents”), any written guidelines or restrictions agreed to in writing between the Adviser and the Fund, and any amendments thereto, that are not inconsistent with the Governing Documents (“Adviser Guidelines”), and any other written guidelines or restrictions agreed to in writing by the Adviser and the Subadviser, any amendments thereto, that are not inconsistent with the Governing Documents and the Adviser Guidelines (“Subadviser Guidelines”), each as promptly provided to the provisions of Section 5 hereof, for Subadviser by the purchase and sale of Adviser; (iii) determine the securities and other investments to be purchased, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) consistent with the disclosure in the Prospectus, invest all or a portion of the Allocated Assets in unregistered and registered investment funds (“Investment Funds”); (v) to the extent applicable, vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with such proxy voting policies as approved by the PortfolioBoard; (vi) promptly issue settlement instructions to custodians designated by the Fund, where applicable; (vii) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements, where applicable; and (iiiviii) provide reports on the foregoing take such further action, including, to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contraryextent applicable, the Subadviser shall vote or determine placing of purchase and sale orders, selecting broker-dealers to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and procedures. The Subadviser shall provide the Fund in a timely manner with execute such records of its proxy voting orders on behalf of the Fund as is necessary for the Fund Fund, negotiating commission rates to comply with the requirements of Form Nbe paid to broker-PX or any lawdealers, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for opening and maintaining trading accounts in the name of the Fund, including without limitationand executing for the Fund, the power to enter into swapas its agent and attorney-in-fact, futures, options and other standard institutional customer agreements with counterparties on the Fund’s behalf broker-dealers, each as the Subadviser deems appropriate from time to time shall deem necessary or appropriate, in order its sole discretion, to carry out the Subadviser’s responsibilities hereunderits duties under this Agreement. (b) In effecting transactions on behalf of the Fund with respect to the Allocated Assets, the Subadviser’s primary consideration shall be to seek best execution, where applicable. In selecting broker-dealers to execute transactions (where applicable), the Subadviser may take the following, among other things, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and the difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Allocated Assets on a continuing basis. The execution price of a transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the execution services offered. Consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (“1934 Act”) and applicable regulations and interpretations, the Subadviser may allocate brokerage on behalf of the Fund and in connection with the Allocated Assets, to a broker-dealer who provides research services. Subject to compliance with Section 28(e) and where applicable, the Subadviser may cause the Fund, in connection with the Allocated Assets, to pay to a broker-dealer who provides research services a commission that exceeds the commission the Fund might have paid to a different broker-dealer for the same transaction if the Subadviser determines, in good faith, that such amount of commission is reasonable in relation to the value of such brokerage or research services provided viewed in terms of that particular transaction or the Subadviser’s overall responsibilities to the Fund or its other advisory clients. The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees may aggregate sales and purchase orders of the Trust Allocated Assets, where applicable, with similar orders being made simultaneously for other accounts advised by the Subadviser or its affiliates. Whenever the Subadviser simultaneously places orders to purchase or sell the same asset on behalf of the Fund and one or more other accounts advised by the Subadviser, the Subadviser shall reasonably request or allocate the order as required by applicable law or regulation, including, but not limited to, compliance reports to price and those reports listed amount among all such accounts in Appendix A.a manner believed to be equitable and consistent with its fiduciary obligations to the Fund and such other accounts. (c) The Subadviser shall provide full report to the Board at each meeting thereof as reasonably requested by the Adviser or the Board all material changes in the Allocated Assets since the prior report, and prompt disclosure to MML Advisers shall also keep the Board informed of important developments affecting the Allocated Assets and the Fund regarding itself Subadviser, and on its partnersown initiative, officersor as reasonably requested by the Adviser or the Board, directorsshall furnish the Board from time to time with such information as the Subadviser may believe appropriate for this purpose, shareholderswhether concerning the individual investments comprising the Allocated Assets, employees, affiliates or any person who controls any of the foregoing, including, including but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunderInvestment Funds, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following Allocated Assets and the same or similar underlying Investment Funds, the investment strategies as and holdings of the PortfolioInvestment Funds, or otherwise. The Subadviser shall also furnish the Board with such statistical and analytical information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to investments of the Allocated Assets, including but not limited to the underlying Investment Funds, as the Subadviser may believe appropriate or as the Adviser or the Board reasonably may request. In providing investment advisory services pursuant to this Agreement, the Subadviser shall comply with: (i) the Board Policies, the Organic Documents, the objective, investment policies, and investment restrictions as set forth in the Prospectus, the Adviser and Subadviser Guidelines, and the Procedures, each as promptly provided to the Subadviser by the Adviser; (ii) the 1940 Act; (iii) the Securities Act; (iv) the 1934 Act; (v) the Internal Revenue Code of 1986, as amended; (v) and other applicable laws. In making purchases and sales of securities and other investment assets for the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in prohibited from consulting with other subadvisers to the reasonable judgment of MML Advisers and upon prior written request, Fund or to be disclosed in any filings required other registered investment company advised by any governmental agency or by any applicable law, regulation, rule or orderthe Adviser. (d) The Subadviser shall from time to time employ or associate with such persons as the Subadviser believes to be particularly fitted to assist in the execution of the Subadviser's duties hereunder, the cost of performance of such duties to be borne and paid by the Subadviser. No obligation may be incurred on the Fund’s or Adviser’s behalf in any such respect. (e) The Subadviser shall report to the Board and the Adviser all matters related to the Subadviser that are material to the Subadviser’s performance of this Agreement. The Subadviser shall notify the Adviser and the Fund, as soon as reasonably practicable, and where possible, in advance of any change of control of the Subadviser and any changes in the key personnel who are either the portfolio manager(s) of the Allocated Assets or senior management of the Subadviser. (f) The Subadviser shall maintain a Compliance Manual that includes policies and procedures relating to the services it provides to the Fund that are reasonable designed to prevent violations of the federal securities laws as defined in Rule 38a-1 under the 1940 Act (“Federal Securities Laws”) as they relate to the Fund, and shall employ personnel to administer the policies and procedures who have the requisite level of skill and competence required to effectively discharge its responsibilities. (g) The Subadviser shall provide the Fund’s chief compliance officer (the “Fund CCO”) and/or the Adviser’s chief compliance officer (the “Adviser CCO”), upon reasonable request, direct access to the Subadviser’s chief compliance officer and, upon reasonable request, shall provide the Fund CCO and the Adviser CCO, at its own expense, with information he/she reasonably believes is required to administer the Fund’s compliance program under Rule 38a-1 of the 1940 Act or the Adviser’s compliance program under Rule 204(4)-7, respectively, including, without limitation: (i) periodic reports/certifications regarding the Subadviser’s compliance with the Federal Securities Laws and the Subadviser’s compliance program as set forth in the Compliance Manual; (ii) special reports in the event of any Material Compliance Matter (as defined in Rule 38a-1 under the 0000 Xxx); and (iii) a completed quarterly information questionnaire regarding the Subadviser’s compliance program as set forth in the Compliance Manual. Upon the reasonable written request of the Fund and the Adviser, the Subadviser shall also permit the Fund, the Adviser, or their representatives to examine the reports required to be made to the Subadviser under the Code. (h) The Subadviser shall maintain such books records relating to its portfolio transactions and records placing and allocation of brokerage orders, where applicable, with respect to the Allocated Assets as are required to be maintained by the Fund under the Act 1940 Act. The Subadviser shall prepare and maintain, or other cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, based on all documents and records relating to the services provided by the Subadviser pursuant to this Subadvisory Agreement required to be prepared and as are necessary for MML Advisers maintained by the Subadviser or the Trust Fund pursuant to meet its record keeping obligations generally set forth under Section 31 of applicable law. To the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants)extent required by applicable law, upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records pertaining to the Allocated Assets, which are in possession of the Subadviser relating to Subadviser, shall be the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund (the “Fund Records”). The Adviser and the Fund, or their respective representatives, shall have access to such books and records at all times during the Subadviser will promptly surrender to Subadviser's normal business hours. Upon the Fund any reasonable request of such records the Adviser or copies thereof upon the Fund’s request. The Subadviser may maintain , copies of any such books and records and further agrees to preserve for the periods prescribed under the Act any such records as are required to shall be maintained provided promptly by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, Adviser and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisersor their respective representatives. (i) In The Subadviser shall cooperate with the absence of willful misfeasance, bad faith, gross negligence or fraud on Fund’s independent public accountants and shall take reasonable action to make all necessary information available to the part accountants for the performance of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunderaccountants’ duties. (j) The Subadviser shall have no liability for provide the acts or omissions of any custodian of Fund and the Fund’s assetscustodian and fund accountant, where applicable, on each business day with such information relating to all transactions concerning the Allocated Assets as the Fund, the Adviser, and the Fund’s custodian and fund accountant may reasonably require, including but not limited to information required to be provided under the Fund’s Portfolio Securities Valuation Procedures; provided however the Subadviser is only assisting the Fund in its pricing responsibilities and shall not be deemed the pricing agent for the Fund. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than Except as provided permitted by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable lawProcedures, the Subadviser may obtain investment informationshall not disclose and shall treat confidentially all information relating specifically to the Fund’s investments including, research without limitation, the identification and market value or assistance from other pricing information of any and all portfolio securities or other personinvestments held by the Fund, firm and any and all trades effected for the Fund (including past, pending and proposed trades). The foregoing shall not in any way restrict the Subadviser’s ability to disclose information relating to assets comprising the Allocated Assets to the extent that such assets are held in other accounts managed or corporation advised by the Subadviser. (l) The Subadviser shall have no duties or obligations pursuant to assist this Agreement (other than the continuation of its preexisting duties and obligations) during any period that the Adviser has not allocated any portion of the Fund’s assets to the Subadviser for management. (m) The Subadviser shall, consistent with respect the Procedures: (i) cooperate with and provide reasonable assistance to the Adviser, the Fund’s administrator, custodian, fund accountant, transfer agent, pricing agents, and all other agents and representatives of the Fund; (ii) provide such persons Fund data as they may reasonably deem necessary to the performance of its their obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within Fund; and (iii) maintain any appropriate interfaces with each so as to promote the meaning efficient exchange of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporationsinformation.

Appears in 3 contracts

Samples: Subadvisory Agreement (FSI Low Beta Absolute Return Fund), Subadvisory Agreement (FSI Low Beta Absolute Return Fund), Subadvisory Agreement (FSI Low Beta Absolute Return Fund)

Duties of the Subadviser. (a) The Subadviser shall, subject to the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and proceduresinvested. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Unless otherwise agreed to by MML Advisers and the Subadviser, Subadviser shall not act with respect to legal proceedings, including class actions or bankruptcies and notices of such proceedings. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following other clients with the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunderhereunder and such other books and records of the Subadviser as are necessary to confirm that the Subadviser has complied with its obligations and duties under this Subadvisory Agreement. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc[Reserved., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund.] (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved reasonably requested by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-QQ or any successor forms, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act, in formats reasonably requested by MML Advisers; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services and may also engage any of its affiliates to provide it with investment management or advisory and related services with respect to the performance of the Subadviser’s obligations under this Subadvisory Agreement. Such engagement shall not represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such affiliates. (j) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 3 contracts

Samples: Investment Subadvisory Agreement (Massmutual Select Funds), Investment Subadvisory Agreement (MML Series Investment Fund), Investment Subadvisory Agreement (MML Series Investment Fund)

Duties of the Subadviser. (a) The Subadviser shall, subject to Adviser hereby engages the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and procedures. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control services of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) furtherance of the Subadviser or any person who controls Advisory Agreement with the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant Trust. Pursuant to this Subadvisory Agreement and as are necessary for MML Advisers 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 reasonable oversight of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Trust is required to meet maintain, and will render regular reports to the Adviser and to officers and Trustees of the Trust concerning its record keeping obligations generally discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the reasonable oversight of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees of the Trust may from time to time establish, and in compliance with (a) the objectives, policies, and limitations for the Portfolio(s) set forth in the Trust's current prospectus and statement of additional information, and (b) applicable laws and regulations. The Subadviser shall manage the portion of the assets of a Portfolio allocated to it as if it was a separate operating portfolio and the provisions, representations and warranties of this Section 1 of the Subadvisory Agreement shall apply only the portion of assets of a Portfolio managed by the Subadviser. The Subadviser represents and warrants to the Adviser that the portion of assets allocated to it of each Portfolio will at all times be operated and managed (a) in compliance with all applicable federal and state laws, including securities, commodities and banking laws, governing its operations and investments; (b) so as not to jeopardize either the treatment of the variable annuity contracts which offer the Portfolio(s) (the "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 (c) 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 31 817(h) of the Code; (b) the provisions of the 1940 Act and rules adopted thereunder; (c) applicable state insurance laws; (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 Trust. 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) shall meet complies with any persons at the request limits in its current prospectus or statement of MML Advisers additional information concerning concentration of investments or the Board amount of Trustees 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 Trust for Code, the purpose Subadviser agrees to follow instructions of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written noticeAdviser to remedy such non-compliance. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers furnish information to the SubadviserAdviser, as requested, for purposes of compliance with access the distribution requirements necessary to inspect at the Subadviser’s office during normal business hours the books and records avoid payment of any excise tax pursuant to Section 4982 of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunderCode. The Subadviser agrees further represents and warrants that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible that any statements or omissions made in any Registration Statement for the acts and omissions of any such third party as if they were those Contracts or shares of the SubadviserTrust, or any amendment or supplement thereto, are made in reliance upon and (iii) shall obtain in conformity with information furnished by the written agreement of Subadviser expressly for use therein, such third party Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers Securities Act of 1933 and the Fund for any reasonable costs, upon evidence rules and regulations of invoices, bills, etc., associated with the production, printing and filing with the Commission thereunder (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a"1933 Act") and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information 1940 Act and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the information statements therein not misleading. The Subadviser agrees: (a) to maintain a level of errors and commentary not misleading 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 (Bb) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; time and (iii) an annual certification from the Subadviser’s Chief Compliance Officerupon reasonable request, appointed under Rule 206(4)-7 under the Advisers Act, with respect to supply evidence of such coverage to the design Adviser. The Subadviser accepts such employment and operation of agrees, at its own expense, to render the Subadviser’s compliance programservices set forth herein and to provide the office space, in a format reasonably requested furnishings, equipment and personnel required by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud it to perform such services on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporationscompensation 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 Subadviser shall, subject Subject to the direction and control of the Trust’s Board Adviser and the oversight of Trustees the Board, the Subadviser shall make decisions with respect to all purchases and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale sales of securities and other investments for investment assets in the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meetingFund. Unless MML Advisers gives the Subadviser written instructions to the contraryTo carry out such decisions, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodianis hereby authorized, in accordance with Subadviser’s policies as agent and procedures. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary attorney-in-fact for the Fund to comply with Trust, for the requirements account of, at the risk of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Fund. In all purchases, sales and other transactions in securities for the Fund, including without limitation, the power Subadviser is authorized to enter into swap, futures, options exercise full discretion and other agreements act for the Trust in the same manner and with counterparties on the Fund’s behalf same force and effect as the Subadviser deems appropriate from time Trust might or could do with respect to time in order such purchases, sales or other transactions, as well as with respect to carry out all other things necessary or incidental to the Subadviser’s responsibilities hereunderfurtherance or conduct of such purchases, sales or other transactions. (b) Upon request, the Subadviser will report to the Board (either directly or through the Adviser) all changes in the Fund since the prior report, and will keep the Board informed (either directly or through the Adviser) of important developments affecting the Trust, the Fund and the Subadviser, and on its own initiative, will furnish the Board (either directly or through the Adviser) from time to time with such information as the Subadviser may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in the Fund's holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Fund maintains investments. The Subadviser shall provide will also furnish the Board (either directly or through the Adviser) with such statistical and analytical information with respect to MML Advisers such reports for securities in the Portfolio, on a monthly, quarterly Fund as the Subadviser may believe appropriate or annual basis, as MML Advisers the Adviser or the Board reasonably may request. In making purchases and sales of Trustees securities for the Fund the Subadviser will comply with the policies set from time to time by the Board as well as the limitations imposed by the Trust's Trust Instrument and Registration Statement under the Act and the Securities Act of 1933, as amended, the limitations in the Act and in the Internal Revenue Code of 1986, as amended, in respect of regulated investment companies, and the investment objectives, policies and restrictions of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A.Fund. (c) The Subadviser shall provide full and prompt disclosure maintain records for the Fund relating to MML Advisers portfolio transactions and the Fund regarding itself placing and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any allocation of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided brokerage orders as are required to be maintained by the Trust under the Act. The Subadviser shall prepare and maintain, or cause to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance be prepared and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is requiredmaintained, in the reasonable judgment of MML Advisers such form, for such periods and upon prior written request, to in such locations as may be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books all documents and records as are required under the Act or other applicable law, based on relating to the services provided by the Subadviser pursuant to this Subadvisory Agreement required to be prepared and as are necessary for MML Advisers maintained by the Subadviser or the Trust pursuant to meet its record keeping obligations generally set forth under Section 31 the rules and regulations of any national, state, or local government entity with jurisdiction over the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers Subadviser or the Board of Trustees of Trust, including the Trust for Commission and the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written noticeInternal Revenue Service. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records pertaining to the Trust which are in possession of the Subadviser relating shall be the property of the Trust. The Trust, or the Trust's authorized representatives, shall have access to such books and records at all times during the Subadviser's normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Subadviser (either directly or through the Adviser) to the Portfolio and the Subadviser’s performance hereunder. Trust or its authorized representatives. (d) The Subadviser acknowledges and agrees that all records which it maintains relating the Adviser is ultimately responsible for providing to the Fund are property the services required of it under the Investment Advisory Agreement. Accordingly, the Subadviser shall discharge its duties and responsibilities specified in this Section 2 and elsewhere in this Agreement subject at all times to the direction, control and oversight of the Adviser. In furtherance thereof, the Subadviser shall, without limitation, (i) make its offices available to representatives of the Adviser for on-site inspections and consultations with the officers and applicable portfolio managers of the Subadviser responsible for the day-to-day management of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for upon request, provide the acts and omissions Adviser with copies of any such third party as if they were those all records it maintains regarding its management of the Subadviser, Fund and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) report to the same extent Adviser each calendar quarter and at such other times as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as Adviser may reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall regarding (A) certify that such information and commentary discuss the factors that materially affected the performance Subadviser's implementation of the Portfolio, including the relevant market conditions Fund's investment program and the investment techniques Fund's portfolio composition and strategies usedperformance, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related any policies and procedures implemented by the Subadviser to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR ensure compliance with United States securities laws and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related regulations applicable to the Subadviser and the Subadviser’s management Fund, (C) the Fund's compliance with the investment objectives, policies and limitations set forth in the Fund's then current Prospectus and Statement of Additional Information and any additional operating policies or procedures that the Portfolio, Trust communicates to the Subadviser in formats reasonably requested by MML Advisers, as they may be amended from time to time; writing (either directly or through the Adviser) and (iiiD) an annual certification from such other matters as the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format Adviser may reasonably requested by MML Advisersrequest. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 2 contracts

Samples: Investment Subadvisory Agreement (Schroder Capital Funds /Delaware/), Investment Subadvisory Agreement (Schroder Capital Funds /Delaware/)

Duties of the Subadviser. (a) The Subadviser shallshall provide the Adviser with such investment advice and supervision as the Adviser may from time to time consider necessary for the 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 Trust. 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 a Portfolio allocated by the Adviser to the Subadviser shall be held uninvested, subject always to the direction and control restrictions of the Trust’s Board '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 and MML Advisersof the Trust may at any time, (i) provide a continuing investment program for upon written notice to the Portfolio and Subadviser, suspend or restrict the right of the Subadviser to determine what securities or other investments shall be purchased or sold on behalf of a Portfolio and what portion, if any, of the assets of a Portfolio allocated by the Portfolio; (ii) arrange, subject Adviser to the provisions of Section 5 hereofSubadviser shall be held uninvested. The Subadviser shall also, for as requested, make recommendations to the purchase Adviser as to the manner in which proxies, voting rights, rights to consent to corporate action and sale of any other rights pertaining to a Portfolio's portfolio securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to shall be exercised. Should the Board of Trustees of the Trust or the Adviser at each Board meeting. Unless MML Advisers gives any time, however, make any definite determination as to investment policy applicable to a Portfolio and notify the Subadviser written instructions to the contrarythereof in writing, the Subadviser shall vote be bound by such determination, following a reasonable implementation period, for the period, if any, specified in such notice or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and proceduresuntil similarly notified that such determination has been revoked. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting take, on behalf of each Portfolio, all actions which it deems necessary to implement the Fund investment policies determined as is necessary provided above, and in particular to place all orders for the Fund to comply purchase or sale of securities for each Portfolio's account with the requirements brokers or dealers selected by it, and to that end the Subadviser is authorized as the agent of Form N-PX or any law, rule, regulation or Commission position. Subject the Trust to give instructions to the provisions custodian and any subcustodian of this Subadvisory Agreementa 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 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 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 determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Portfolio. In making purchases or sales of securities or other property for the account of a Portfolio, the Subadviser shall have may deal with itself or with the authority to buy, sell or otherwise effect investment transactions for and in the name Trustees of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers 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 shall reasonably request Trust, in its discretion, may instruct the Subadviser to effect all or as required a portion of its securities transactions with one or more brokers and/or dealers selected by applicable law or regulationthe Board of Trustees, including, but not limited to, compliance reports and those reports listed if it determines that the use of such brokers and/or dealers is in Appendix A. (c) the best interest of the Trust. The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates not be liable for any actions or any person who controls any omissions of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided brokers and/or dealers selected by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML AdvisersAdviser. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 2 contracts

Samples: Sub Management Agreement (Asset Allocation Portfolios), Sub Management Agreement (Landmark Funds I)

Duties of the Subadviser. (a) The Subadviser shall, subject Subject to the direction supervision and control approval of the Trust’s Manager and the Fund's Board of Trustees Directors, the Subadviser will manage the investment and MML Advisers, reinvestment of the assets of the Fund's State Street Research Large Cap Value Portfolio (ithe "Portfolio") provide a continuing investment program for the Portfolio period and determine what securities or other investments shall be purchased or sold by on the terms and conditions set forth in this Agreement. In acting as Subadviser to the Fund with respect to the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote determine which securities shall be purchased, sold or determine to abstain from voting all proxies solicited by or with respect to exchanged and what portion of the issuers of securities in which assets of the Portfolio are invested for shall be held in the various securities or other assets in which Subadviser receives timely materials from it may invest, subject always to any restrictions of the Fund’s custodian's Articles of Incorporation and By-Laws, in accordance with Subadviser’s 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 proceduresrestrictions 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 provide the Fund in a timely manner with such records of its proxy voting take, on behalf 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 is to the Portfolio's investments and conduct a continuous program of evaluation of its assets. The Subadviser will have the responsibility to monitor the investments of the Portfolio to the extent necessary for the Fund Subadviser to comply manage the Portfolio in a manner that is consistent with the requirements investment objective and policies of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and Portfolio set forth in the name of the FundProspectus, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time amended, and communicated in order writing to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by and consistent with applicable law or regulationlaw, including, but not limited to, compliance reports the Investment Company Act and those reports listed in Appendix A. the rules and regulations thereunder and the applicable provisions of the Internal Revenue Code and the rules and regulations thereunder (cincluding, without limitation, subchapter M of the Code and the investment diversification aspects of Section 817(h) of the Code). The Subadviser shall provide full and prompt disclosure to MML Advisers will furnish the Manager and the Fund regarding itself and its partnerssuch statistical information, officers, directors, shareholders, employees, affiliates including prices of securities in situations where a fair valuation determination is required or any person who controls any of the foregoing, including, but when a security cannot limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided be priced by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or 's accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design investments it makes for the Portfolio as the Manager and operation the Fund may reasonably request. On its own initiative, the Subadviser will apprise the Manager and the Fund of important developments materially affecting the Portfolio, including but not limited to any change in the personnel of the Subadviser’s compliance program, in a format reasonably requested Subadviser responsible for the day to day investment decisions made by MML Advisers. (i) In the absence Subadviser for the Portfolio and any material legal proceedings against the Subadviser by the Securities and Exchange Commission relating to violations of willful misfeasance, bad faith, gross negligence or fraud on the part of federal securities laws by the Subadviser, or reckless disregard of its obligations and duties hereunderwill 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 shall will furnish the Manager and the Fund's Board of Directors such periodic and special reports as either of them may reasonably request. The Subadviser will exercise its best judgment in rendering the services provided for in this Article 1, and the Fund and the Manager agree, as an inducement to the Subadviser's undertaking so to do, that the Subadviser will not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, liable under this Agreement for any act mistake of judgment or omission in the course ofany other event whatsoever, or connected with, rendering services hereunder. (j) except as hereinafter provided. The Subadviser shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no liability authority to act for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, represent the Fund or the Trust shall Manager in any way or otherwise be required to pay any compensation deemed an agent of the Fund or the Manager other than in furtherance of its duties and responsibilities as provided by the terms set forth in this Agreement. Notwithstanding any other provision of this Subadvisory Agreement Agreement, the Fund, the Manager and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain agree to the employment of a Sub-Subadviser to the Fund for the purpose of providing investment information, research or assistance from any other person, firm or corporation to assist the Subadviser advisory services with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement Portfolio, provided that the compensation to be paid to such Sub-Subadviser shall not involve any such person serving as an “adviser” to be the Portfolio within the meaning sole responsibility of the Act or represent an assignment of any rights or responsibilities, Subadviser and the duties and responsibilities of the Sub-Subadviser shall remain liable for be as set forth in a sub-subadvisory agreement among the performance Manager, the Subadviser, the Sub-Subadviser and the Fund on behalf of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporationsPortfolio.

Appears in 2 contracts

Samples: Subadvisory Agreement (Metropolitan Series Fund Inc), Subadvisory Agreement (Metropolitan Series Fund Inc)

Duties of the Subadviser. (a) The Subadviser shallwill provide the following services and undertake the following duties: a. The Subadviser will manage the investment and reinvestment of certain assets of the Fund, subject to and in accordance with the direction asset allocation, investment objectives, policies and control restrictions of the Fund and any directions which the Manager or the Trust’s 's Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject may give from time to time with respect to the provisions Fund. In furtherance of Section 5 hereofthe foregoing, for the Subadviser will make all determinations with respect to the purchase and sale of portfolio securities and other investments for that percentage of assets of the Fund which the Manager has allocated for the Portfolio; Subadviser to manage, which percentage may fluctuate from time to time in the sole discretion of the Manager, and the proxy voting of such portfolio securities. Except for (i) rebalancing transactions made to conform portfolio holdings to the asset allocation, benchmarks, approved investments, or other investment objectives, policies or restrictions applicable to the portion of the Fund managed by the Subadviser, and (iiiii) provide reports on transactions directed by the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contraryManager, the Subadviser will, to the extent reasonably practicable, attempt to conduct trades for the Fund in a tax-efficient manner. b. The Subadviser shall vote or determine provide support to abstain from voting all proxies solicited by or the Manager with respect to the issuers of securities in which assets marketing of the Portfolio are invested for which Fund, including but not limited to: (i) permission to use the Subadviser's name as provided in SECTION 7, (ii) permission to use the past performance and investment history of the Subadviser receives timely materials from as the same is applicable to the Fund’s custodian, in accordance with Subadviser’s policies and procedures. The Subadviser shall provide (iii) access to the individual(s) responsible for day-to-day management of the Fund in a timely manner with such records for marketing conferences, teleconferences and other activities involving the promotion of the Fund, subject to the reasonable request of the Manager, and (iv) permission to use biographical and historical data of the Subadviser and its proxy voting individual manager(s). c. Whenever the Subadviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts managed by the Subadviser, such orders will be allocated as is necessary to price and amount among all such accounts in a manner believed by the Subadviser to be equitable to each account over time. d. In the event of any reorganization or similar change in the Subadviser, its investment principals responsible for managing the Fund's investments or members of its investment (or comparable) committee, the Subadviser shall give the Manager and the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 10 days) after such reorganization or change. e. The Subadviser will bear its expenses of providing services to the Fund pursuant to this Agreement except such expenses as are undertaken by the Manager or the Trust and the cost (including taxes, brokerage commissions and other transaction costs, if any) of the securities or other investment instruments purchased or sold for the Fund. f. The Subadviser will manage the Fund and the investment and reinvestment of such assets so as to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreementthe 1940 Act, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for current Prospectus and in the name Statement of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees that all records which it maintains relating to the Fund are property Additional Information of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those Subchapter M of the Subadviser, and (iii) shall obtain the written agreement Internal Revenue Code of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification1986, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisersamended. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 2 contracts

Samples: Subadvisory Agreement (Surgeons Diversified Investment Fund), Subadvisory Agreement (Surgeons Diversified Investment Fund)

Duties of the Subadviser. (a) The Subadviser shall, subject Subject to the direction and control of the Trust’s Board Adviser and the oversight of Trustees the Board, the Subadviser shall make decisions with respect to all purchases and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale sales of securities and other investments for investment assets in the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meetingFund. Unless MML Advisers gives the Subadviser written instructions to the contraryTo carry out such decisions, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodianis hereby authorized, in accordance with Subadviser’s policies as agent and procedures. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary attorney-in-fact for the Fund to comply with Trust, for the requirements account of, at the risk of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Fund. In all purchases, sales and other transactions in securities for the Fund, including without limitation, the power Subadviser is authorized to enter into swap, futures, options exercise full discretion and other agreements act for the Trust in the same manner and with counterparties on the Fund’s behalf same force and effect as the Subadviser deems appropriate from time Trust might or could do with respect to time in order such purchases, sales or other transactions, as well as with respect to carry out all other things necessary or incidental to the Subadviser’s responsibilities hereunderfurtherance or conduct of such purchases, sales or other transactions. (b) Upon request, the Subadviser will report to the Board (either directly or through the Adviser) all changes in the Fund since the prior report, and will keep the Board informed (either directly or through the Adviser) of important developments affecting the Trust, the Fund and the Subadviser, and on its own initiative, will furnish the Board (either directly or through the Adviser) from time to time with such information as the Subadviser may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in the Fund’s holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Fund maintains investments. The Subadviser shall provide will also furnish the Board (either directly or through the Adviser) with such statistical and analytical information with respect to MML Advisers such reports for securities in the Portfolio, on a monthly, quarterly Fund as the Subadviser may believe appropriate or annual basis, as MML Advisers the Adviser or the Board reasonably may request. In making purchases and sales of Trustees securities for the Fund, the Subadviser will comply with the policies set from time to time by the Board as well as the limitations imposed by the Trust’s Agreement and Declaration of Trust, as amended from time to time (the “Declaration of Trust”), and Registration Statement under the Act and the Securities Act of 1933, as amended, the limitations in the Act and in the Internal Revenue Code of 1986, as amended, in respect of regulated investment companies, and the investment objectives, policies and restrictions of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A.Fund. (c) The Subadviser shall provide full and prompt disclosure maintain records for the Fund relating to MML Advisers portfolio transactions and the Fund regarding itself placing and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any allocation of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided brokerage orders as are required to be maintained by the Trust under the Act. The Subadviser shall prepare and maintain, or cause to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance be prepared and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is requiredmaintained, in the reasonable judgment of MML Advisers such form, for such periods and upon prior written request, to in such locations as may be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books all documents and records as are required under the Act or other applicable law, based on relating to the services provided by the Subadviser pursuant to this Subadvisory Agreement required to be prepared and as are necessary for MML Advisers maintained by the Subadviser or the Trust pursuant to meet its record keeping obligations generally set forth under Section 31 the rules and regulations of any national, state, or local government entity with jurisdiction over the Subadviser or the Trust, including the Commission and the Internal Revenue Service. The books and records pertaining to the Trust which are in possession of the Act and rules thereunder; and (ii) Subadviser shall meet with any persons at be the request property of MML Advisers the Trust. The Trust, or the Board of Trustees of the Trust for the purpose of reviewing Trust’s authorized representatives, shall have access to such books and records at all times during the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Subadviser (either directly or through the Adviser) to the Trust or its authorized representatives. (d) The Subadviser acknowledges and agrees that the Adviser is ultimately responsible for providing to the Fund the services required of it under the Management Contract. Accordingly, the Subadviser shall discharge its duties and responsibilities specified in this Section 2 and elsewhere in this Agreement subject at all times to the direction, control and oversight of the Adviser. In furtherance thereof, the Subadviser shall, without limitation, (i) make its offices available to representatives of the Adviser for on-site inspections and consultations with the officers and applicable portfolio managers of the Subadviser relating to responsible for the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees that all records which it maintains relating to the Fund are property day-to-day management of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for upon request, provide the acts and omissions Adviser with copies of any such third party as if they were those all records it maintains regarding its management of the Subadviser, Fund and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) report to the same extent Adviser each calendar quarter and at such other times as if it were a signatory to this Subadvisory Agreement. the Adviser may reasonably request regarding (eA) On each business day the Subadviser shall provide to Subadviser’s implementation of the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, program and the Fund’s Principal Executive Officer’s portfolio composition and Principal Financial Officer’s certifications under Rule 30a-2 under performance, (B) any policies and procedures implemented by the Act; (ii) a quarterly certification, as well as any requested sub-certifications, Subadviser to ensure compliance with respect to compliance matters related United States securities laws and regulations applicable to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (jC) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided compliance with the investment objectives, policies and limitations set forth in the Fund’s then current Prospectus and Statement of Additional Information and any additional operating policies or procedures that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject communicates to the provisions of Section 5 hereof Subadviser in writing (either directly or through the Adviser) and applicable law, (D) such other matters as the Subadviser Adviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporationsreasonably request.

Appears in 2 contracts

Samples: Investment Subadvisory Agreement (Schroder Series Trust), Investment Subadvisory Agreement (Schroder Series Trust)

Duties of the Subadviser. (a) The Subadviser shall, subject to Adviser hereby engages the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and procedures. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control services of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) furtherance of the Subadviser or any person who controls Advisory Agreement with the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant Trust. Pursuant to this Subadvisory Agreement and as are necessary for MML Advisers 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 Trust is required to meet maintain, and will render regular reports to the Adviser and to officers and Trustees of the Trust concerning its record keeping obligations generally discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees of the Trust may from time to time establish, and in compliance with (a) the objectives, policies, and limitations for the Portfolio(s) set forth in the Trust's current prospectus and statement of additional information, and (b) applicable laws and regulations. The Subadviser shall manage the portion of the assets of a Portfolio allocated to it as if it was a separate operating portfolio and the provisions, representations and warranties of this Section 1 of the Subadvisory Agreement shall apply only the portion of assets of a Portfolio managed by the Subadviser. The Subadviser represents and warrants to the Adviser that the portion of assets allocated to it of each Portfolio will at all times be operated and managed (a) in compliance with all applicable federal and state laws, including securities, commodities and banking laws, governing its operations and investments; (b) so as not to jeopardize either the treatment of the variable annuity contracts which offer the Portfolio(s) (the "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 (c) 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 31 817(h) of the Code; (b) the provisions of the 1940 Act and rules adopted thereunder; (c) applicable state insurance laws; (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 Trust. 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) shall meet complies with any persons at the request limits in its current prospectus or statement of MML Advisers additional information concerning concentration of investments or the Board amount of Trustees 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 Trust for Code, the purpose Subadviser agrees to follow instructions of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written noticeAdviser to remedy such non-compliance. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers furnish information to the SubadviserAdviser, as requested, for purposes of compliance with access the distribution requirements necessary to inspect at the Subadviser’s office during normal business hours the books and records avoid payment of any excise tax pursuant to Section 4982 of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunderCode. The Subadviser agrees further represents and warrants that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible that any statements or omissions made in any Registration Statement for the acts and omissions of any such third party as if they were those Contracts or shares of the SubadviserTrust, or any amendment or supplement thereto, are made in reliance upon and (iii) shall obtain in conformity with information furnished by the written agreement of Subadviser expressly for use therein, such third party Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers Securities Act of 1933 and the Fund for any reasonable costs, upon evidence rules and regulations of invoices, bills, etc., associated with the production, printing and filing with the Commission thereunder (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a"1933 Act") and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information 1940 Act and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the information statements therein not misleading. The Subadviser agrees: (a) to maintain a level of errors and commentary not misleading 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 (Bb) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; time and (iii) an annual certification from the Subadviser’s Chief Compliance Officerupon reasonable request, appointed under Rule 206(4)-7 under the Advisers Act, with respect to supply evidence of such coverage to the design Adviser. The Subadviser accepts such employment and operation of agrees, at its own expense, to render the Subadviser’s compliance programservices set forth herein and to provide the office space, in a format reasonably requested furnishings, equipment and personnel required by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud it to perform such services on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporationscompensation 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 Subadviser shall, subject to the direction and control of the TrustFund’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust Fund at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies proxies, consents or approvals solicited by or with respect to the issuers or sponsors of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and proceduresinvested. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission positionposition and records of any consents or approvals. Unless otherwise agreed to by MML Advisers and the Subadviser, Subadviser shall not act with respect to legal proceedings, including class actions or bankruptcies and notices of such proceedings. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the FundFund and any Subsidiary, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s or Subsidiary’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust Fund shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust Fund to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust Fund for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunderhereunder and such other books and records of the Subadviser as are necessary to confirm that the Subadviser has complied with its obligations and duties under this Subadvisory Agreement. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust Fund may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-QCSR, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In The Subadviser may delegate any of its duties and obligations hereunder to any affiliated person, as such term is defined in the absence Act, that is eligible to serve as an investment adviser to an investment company registered under the Act on such terms and conditions as it deems necessary or appropriate, provided that (i) MML Advisers and the Board of willful misfeasance, bad faith, gross negligence or fraud on the part Trustees of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject Fund consent to any liability such delegation and to the terms and conditions thereof, (ii) such delegation is pursuant to a written contract which receives prior approval by MML Advisers, Advisers and the Trust or Board of Trustees of the Fund, or to any shareholderwhich may not be materially amended without prior written approval of MML Advisers and the Board of Trustees of the Fund, officer, director, partner or Trustee thereof, and which provides for its automatic termination in the event this Subadvisory Agreement is terminated for any act or omission reason, and (iii) such delegation is permitted by and in conformity with the course of, or connected with, rendering services hereunder. (j) Act. The Subadviser shall have no liability be liable to MML Advisers and the Fund for any loss or damage arising out of, in connection with, or related to the acts actions, or omissions to act, of any custodian of delegee utilized hereunder as if such delegee were a party hereto. The Subadviser shall be solely responsible for compensating any delegee for services rendered, neither MML Advisers nor the Fund’s assets. (k) Provided that none of MML AdvisersFund may be held responsible, or otherwise liable for, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment payment of any rights amount due, or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporationswhich may become due to any delegee.

Appears in 2 contracts

Samples: Investment Subadvisory Agreement (MassMutual Access Pine Point Fund), Investment Subadvisory Agreement (MassMutual Access Pine Point Fund)

Duties of the Subadviser. (a) The Subadviser shall, subject to the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and proceduresinvested. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Unless otherwise agreed to by MML Advisers and the Subadviser, Subadviser shall not act with respect to legal proceedings, including class actions or bankruptcies and notices of such proceedings. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunderhereunder and such other books and records of the Subadviser as are necessary to confirm that the Subadviser has complied with its obligations and duties under this Subadvisory Agreement. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 2 contracts

Samples: Investment Subadvisory Agreement (Massmutual Select Funds), Investment Subadvisory Agreement (Massmutual Select Funds)

Duties of the Subadviser. (a) The Subadviser shall, subject to the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and proceduresinvested. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following other clients with the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunderhereunder and such other books and records of the Subadviser as are necessary to confirm that the Subadviser has complied with its obligations and duties under this Subadvisory Agreement. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Other than Western Asset Management Company, LLC (“Western Asset”), the Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-QCSR, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 2 contracts

Samples: Investment Subadvisory Agreement (MML Series Investment Fund II), Investment Subadvisory Agreement (Massmutual Select Funds)

Duties of the Subadviser. (a) The Subadviser shall, subject will make decisions with respect to all purchases and sales of securities and other investment assets in the Fund to the direction extent such authority is delegated by the Adviser. To carry out such decisions, the Subadviser is hereby authorized, as agent and control attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust’s Board , to place orders and issue instructions with respect to those transactions of Trustees the Fund. In all purchases, sales and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of transactions in securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contraryFund, the Subadviser shall vote is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or determine to abstain from voting all proxies solicited by or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the issuers furtherance or conduct of securities in which assets of the Portfolio are invested such purchases, sales or other transactions. The Adviser shall arrange for which Subadviser receives timely materials from the Fund’s custodian, in accordance with 's custodian to forward to Subadviser or Subadviser’s policies 's designated proxy agent on a timely basis copies of all proxies and proceduresshareholder communications relating to securities owned by the Fund. The Sub-Adviser will vote all such proxies delivered to Subadviser shall provide or Subadviser's designated proxy agent consistent with the Fund in a timely manner with such records of its Sub-Adviser's proxy voting guidelines, as in effect from time to time and approved by the Board. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request at least annually will provide a report setting forth the proposals voted on and how the Fund's shares were voted. Consistent with Section 28(e) of the Securities and Exchange Act of 1934, as amended, the Subadviser may allocate brokerage on behalf of the Fund to broker-dealers who provide brokerage or research services. It is necessary understood that the Subadviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a broker-dealer a commission for effecting a securities transaction for the Fund to comply with in excess of the requirements amount of Form Ncommission another broker-PX or any law, rule, regulation or Commission position. Subject dealer would have charged if the Subadviser determined in good faith that the commission paid was reasonable in relation to the provisions brokerage or research services provided by such broker-dealer, viewed in terms of this Subadvisory Agreementthat particular transaction or the Subadviser's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Subadviser, the Fund would be benefited by supplemental services, the Subadviser shall have is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions that another broker or dealer may charge for the authority same transaction, provided that the Subadviser determined in good faith that the commission or spread paid was reasonable in relation to buy, sell or otherwise effect investment transactions for the services provided. The Subadviser may aggregate sales and in the name purchase orders of the Fund, including without limitationassets of the Fund with similar orders being made simultaneously for other accounts advised by the Subadviser or its affiliates. Whenever the Subadviser simultaneously places orders to purchase or sell the same asset on behalf of the Fund and one or more other accounts advised by the Subadviser, the power Subadviser will allocate the order as to enter into swap, futures, options price and other agreements with counterparties on the Fund’s behalf as amount among all such accounts in a manner believed by the Subadviser deems appropriate from to be equitable over time to time in order to carry out the Subadviser’s responsibilities hereundereach account. (b) The Subadviser shall provide will report to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, Board at each meeting thereof as MML Advisers requested by the Adviser or the Board all material changes in the Fund's investment portfolio since the prior report, and will also keep the Board and the Adviser informed of Trustees important developments affecting the Fund and the Subadviser as the Adviser or the Board reasonably may request, including by furnishing the Board from time to time with such information as the Subadviser may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in the Fund's holdings, the industries in which they engage, the economic, social or political conditions prevailing in each country in which the Fund maintains investments, or otherwise. The Subadviser will also furnish the Board and the Adviser with such statistical and analytical information with respect to investments of the Trust shall Fund as the Board or the Adviser reasonably request or may request. In making purchases and sales of securities and other investment assets for the Fund, the Subadviser will bear in mind the policies and procedures set from time to time by the Board and communicated to the Subadviser as required well as the limitations imposed by applicable law or regulationthe Charter Documents and Registration Statement, includingthe 1940 Act and the investment objectives, but not limited to, compliance reports policies and those reports listed in Appendix A.restrictions of the Fund. (c) The Subadviser shall provide full and prompt disclosure may from time to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates time employ or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of associate with such persons as the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser believes to the Fund hereunder, information regarding any material adverse change be fitted to assist in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance execution of the Subadviser’s composite 's duties hereunder, the cost of accounts following the same or similar investment strategies as the Portfolio, information regarding the results performance of any examination conducted such duties to be borne and paid by the Commission Subadviser. No obligation may be incurred on the Trust's or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed Adviser's behalf in any filings required by any governmental agency or by any applicable law, regulation, rule or ordersuch respect. (d) The Subadviser will report to the Board and the Adviser all material matters related to the Subadviser. On an annual basis, the Subadviser shall report to the Board and the Adviser on its compliance with its Code and its compliance policies and procedures and, upon the written request of the Adviser or the Trust, the Subadviser shall permit the Adviser and the Trust, or their respective representatives to examine the reports required to be made to the Subadviser under the Code and its compliance policies and procedures. The Subadviser will notify the Adviser and the Trust in writing of any change of control of the Subadviser at least 60 days prior to such change. The Subadviser will notify the Adviser and the Trust in writing of and any changes in key personnel who are either the portfolio manager(s) of the Fund or senior management of the Subadviser, as early as practicable and no later than promptly after such change. (ie) shall The Subadviser will maintain such books records relating to its portfolio transactions and records placing and allocation of brokerage orders as are required to be maintained by the Trust under the Act 1940 Act. The Subadviser shall prepare and maintain, or other cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, based on all documents and records relating to the services provided by the Subadviser pursuant to this Subadvisory Agreement required to be prepared and as are necessary for MML Advisers maintained by the Subadviser or the Trust pursuant to meet its record keeping obligations generally set forth under Section 31 of applicable law. To the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants)extent required by law, upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees that all records Trust, which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those in possession of the Subadviser, shall be the property of the Trust. The Adviser and (iii) the Trust, or their respective representatives, shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) have access to the same extent as if it were a signatory books and records of the Trust at all times during the Subadviser's normal business hours. Upon the reasonable request of the Adviser or the Trust, copies of the books and records of the Trust, which are in possession of the Subadviser, shall be provided promptly by the Subadviser to this Subadvisory Agreementthe Adviser or the Trust, or their respective representatives. (ef) On The Subadviser will cooperate with the Fund's independent public accountants and shall take reasonable action to make all necessary information available to the accountants for the performance of the accountants' duties. (g) The Subadviser will provide the Fund's custodian and fund accountant on each business day the Subadviser shall provide to the Fund’s custodian with such information relating to all transactions concerning the Portfolio’s Fund's assets under the Subadviser's control as the custodian and shall provide fund accountant may reasonably require. In accordance with procedures adopted by the Board, the Subadviser will assist in the fair valuation of all Fund assets and, at the request of the Trust, will use its reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Subadviser for each asset for which the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested's fund accountant does not obtain prices in the ordinary course of business. (fh) The Subadviser agrees shall authorize and permit any of its directors, officers and employees who may be elected as Trustees or officers of the Trust to reimburse MML Advisers and serve in the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs capacities in which may properly be charged to the Fundthey are elected. (gi) The Subadviser shall have no duties or obligations pursuant to this Agreement (other than the continuation of its preexisting duties and obligations) during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Adviser and of the Board. (j) The Subadviser shall not consult with any other subadviser to sub-adviser of any other series of the Trust concerning transactions of the Fund or any other subadviser to any other portfolio series of the Trust or to any other investment company or investment company series for in which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and the Subadviser of any of its affiliated persons serves as principal underwriter, or (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested other sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence adviser or fraud on the part of the Subadviser, or reckless disregard any of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunderaffiliated persons serves as principal underwriter. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 2 contracts

Samples: Subadvisory Agreement (Investment Managers Series Trust), Subadvisory Agreement (Investment Managers Series Trust)

Duties of the Subadviser. (a) The Subadviser shall, subject to the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; and (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and procedures. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund Portfolio as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Unless otherwise agreed to by MML Advisers and the Subadviser, Subadviser shall not act with respect to legal proceedings, including class actions or bankruptcies and notices of such proceedings. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the FundFund for the Portfolio, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide provide, to the extent not prohibited by applicable law, full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio by providing its Form ADV annually to MML Advisers and the performance by providing material amendments thereto within a prompt time of the Subadviser’s composite filing of accounts following the same or similar investment strategies as the Portfolio, such amendment. The Subadviser shall provide information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon written request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers upon its reasonable request or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunderhereunder and such other books and records of the Subadviser as are necessary to confirm that the Subadviser has complied with its obligations and duties under this Subadvisory Agreement. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender make available to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day that the Fund is open the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (e) The Subadviser makes no representations or warranty, express or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including any other client of the Subadviser, whether public or private. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due solely to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 2 contracts

Samples: Investment Subadvisory Agreement (MML Series Investment Fund), Investment Subadvisory Agreement (Massmutual Select Funds)

Duties of the Subadviser. (a) The Subadviser shall, subject to the direction and control of the Trust’s Board of Trustees and MML AdvisersMassMutual, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers MassMutual gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodianinvested, in accordance with the Subadviser’s proxy voting policies and procedures. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers MassMutual such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers MassMutual or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers MassMutual and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and or affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following other clients with the same or similar investment strategies as the PortfolioPortfolio (subject to applicable restrictions on the release of client confidential information), information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers MassMutual reasonably deems necessary or desirable to enable MML Advisers MassMutual to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers MassMutual and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers MassMutual or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers MassMutual or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers MassMutual (or their agents or accountants), upon reasonable prior written request by MML Advisers MassMutual to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunderhereunder and such other books and records of the Subadviser as are necessary to confirm that the Subadviser has complied with its obligations and duties under this Subadvisory Agreement. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers MassMutual and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which that may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers MassMutual serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers MassMutual or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers MassMutual (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML AdvisersMassMutual, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML AdvisersMassMutual, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML AdvisersMassMutual. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML AdvisersMassMutual, the Trust Trust, or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 2 contracts

Samples: Investment Subadvisory Agreement (Massmutual Premier Funds), Investment Subadvisory Agreement (Massmutual Premier Funds)

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser shall, in furtherance of the Advisory Agreement. Pursuant to this Agreement and subject to the direction oversight and control review of the Trust’s Board Adviser, the Subadviser will manage the investment and reinvestment of Trustees the assets of each Portfolio. The Subadviser will determine, in its discretion and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions oversight and review of Section 5 hereofthe Adviser, for the purchase and sale of securities and other investments for or instruments to be purchased or sold, will provide the Portfolio; Adviser with records concerning its activities which the Adviser or the Trust is required to maintain in accordance with Rule 31a-1 and (iii) provide Rule 31a-2 under the Act, and will render reports on to the Adviser and to officers and Trustees of the 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 Board control of the officers and the Trustees of the Trust at each Board meeting. Unless MML Advisers gives and in compliance with such policies as the Trustees of the Trust may from time to time establish, as provided promptly and in writing to the Subadviser written instructions from time to time, and in compliance with (a) 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 provided promptly by the Adviser to the contrarySubadviser; and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that it will manage the Portfolio(s) at all times (a) in compliance with all applicable federal and state laws, including securities, commodities and banking laws, governing its operations and investments; (b) the provisions of the Act and the rules and regulations adopted thereunder; (c) the 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 shall vote or determine further represents and warrants to abstain from voting all proxies solicited by or the Adviser that it will manage each Portfolio in compliance with Section 851(b)(2) and (3) of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) and Section 817(h) of Subchapter L of the Code, solely with respect to the issuers of securities in which assets of the Portfolio Portfolio(s) which are invested under its management and based solely on information provided by the custodian of the Portfolio(s). Furthermore, the Adviser will work in conjunction with the Subadviser to undertake any corrective action that may be required as advised by a Portfolio’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 which the shares of the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser receives timely materials 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 Fund’s custodianAdviser. 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 accordance with Subadviser’s policies and proceduresthis Agreement. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts other expenses of a Portfolio, including, without limitation, fees of a Portfolio’s independent public accountants, transfer agent, custodian and omissions of any such third party as if they were those 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, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall will not consult with any other subadviser of the Portfolio(s) or other series of the Trust, to the Fund extent any other subadvisers are engaged by the Adviser (and not the Subadviser), or any other subadviser subadvisers to any other portfolio investment companies that are under common control with the Trust, concerning transactions of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund Portfolio(s) in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of Rule rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust . The Subadviser may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation delegate certain of the Subadviser’s compliance programduties hereunder to a Subadviser Affiliate, provided that any such arrangements are entered into in a format reasonably requested 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 MML Advisers. (i) In the absence Subadviser shall in no way relieve the Subadviser of willful misfeasanceits duties and obligations hereunder, bad faithall such duties and obligations hereunder shall remain the sole responsibility of the Subadviser as if no such delegation had occurred, gross negligence or fraud on the part of and the Subadviser, in accordance with Section 9 hereof, shall be fully responsible and liable for all actions or reckless disregard of its obligations and duties hereunder, the omissions to act by any Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) 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 liability for rights under this Agreement. The Adviser acknowledges that the acts or omissions of any custodian of the Fund’s Subadviser and its delegates do not hold client money and/or custody assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 2 contracts

Samples: Subadvisory Agreement (Sunamerica Series Trust), Subadvisory Agreement (Sunamerica Series Trust)

Duties of the Subadviser. (a) The Subadviser shall, subject to Adviser hereby engages the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and procedures. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control services of the Subadviser or any change in furtherance of its personnel that could materially affect Investment Advisory and Management Agreement with the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant Trust. Pursuant to this Subadvisory Agreement and as are necessary for MML Advisers subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment 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 Trust is required to meet maintain, and will render regular reports to the Adviser and to officers and Trustees of the Trust concerning its record keeping obligations generally discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees of the Trust may from time to time establish, and in compliance with (a) the objectives, policies, and limitations for the Portfolio(s) set forth in the Trust's current prospectus and statement of additional information, and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the assets of each 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, including securities, commodities and banking laws, governing its operations and investments; (b) 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; (c) the diversification requirements specified in the Internal Revenue Service's regulations under Section 31 817(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 (d) the provisions of the Act and rules adopted thereunder; and (ii) shall meet . 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 persons at the request of MML Advisers or the Board of Trustees excise tax pursuant to Section 4982 of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written noticeCode. The Subadviser shall provide the Fund further represents and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees warrants that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible that any statements or omissions made in any Registration Statement for the acts and omissions of any such third party as if they were those Contracts or shares of the SubadviserTrust, or any amendment or supplement thereto, are made in reliance upon and (iii) shall obtain in conformity with information furnished by the written agreement of Subadviser expressly for use therein, such third party Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers Securities Act of 1933 and the Fund for any reasonable costs, upon evidence rules and regulations of invoices, bills, etc., associated with the production, printing and filing with the Commission thereunder (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a"1933 Act") and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information Act and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the information statements therein not misleading. The Subadviser accepts such employment and commentary not misleading 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. (Bb) provide additional certifications related The Subadviser agrees: (i) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the Subadviser’s management course of this Agreement, is appropriate given the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Qnature of its business, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; time and (iii) an annual certification from the Subadviser’s Chief Compliance Officerupon reasonable request, appointed under Rule 206(4)-7 under the Advisers Act, with respect to supply evidence of such coverage to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML AdvisersAdviser. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 2 contracts

Samples: Subadvisory Agreement (Sunamerica Series Trust), Subadvisory Agreement (Sunamerica Series Trust)

Duties of the Subadviser. (a) The Subadviser shall, subject to the direction and control of the Trust’s Board of Trustees and MML AdvisersMassMutual, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers MassMutual gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and proceduresinvested. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Unless otherwise agreed to by MassMutual and the Subadviser, Subadviser shall not act with respect to legal proceedings, including class actions or bankruptcies and notices of such proceedings. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers MassMutual such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers MassMutual or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers MassMutual and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following other clients with the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers MassMutual reasonably deems necessary or desirable to enable MML Advisers MassMutual to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers MassMutual and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers MassMutual or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers MassMutual or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers MassMutual (or their agents or accountants), upon reasonable prior written request by MML Advisers MassMutual to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunderhereunder and such other books and records of the Subadviser as are necessary to confirm that the Subadviser has complied with its obligations and duties under this Subadvisory Agreement. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers MassMutual and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers MassMutual serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers MassMutual or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers MassMutual (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML AdvisersMassMutual, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML AdvisersMassMutual, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML AdvisersMassMutual. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 2 contracts

Samples: Investment Subadvisory Agreement (Massmutual Select Funds), Investment Subadvisory Agreement (MML Series Investment Fund)

Duties of the Subadviser. (a) The Subadviser shall, subject to Adviser hereby engages the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and procedures. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control services of the Subadviser or any change in furtherance of its personnel that could materially affect Investment Advisory and Management Agreement with the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant 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 are necessary 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 MML Advisers 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 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 Trust Corporation is required to meet maintain, and will render regular reports to the Adviser and to officers and Directors of the Corporation concerning its record keeping obligations generally 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 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 which are communicated to the Subadviser, and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion of the assets which it manages of 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, the Subadviser represents and warrants its management of such portion of the assets will meet requirements for (1) qualification, election and maintenance of such election by the Portfolio of which it is part to be treated as a "regulated investment company" under Section 31 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; (b) applicable federal and state securities, commodities and banking laws; and (iic) shall meet with the distribution requirements necessary to avoid payment of any persons at the request of MML Advisers or the Board of Trustees excise tax pursuant to Section 4982 of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written noticeCode. The Subadviser shall provide the Fund further represents and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees warrants that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible that any statements or omissions made in any Registration Statement for the acts and omissions of any such third party as if they were those shares of the SubadviserCorporation, or any amendment or supplement thereto, are made in reliance upon and (iii) shall obtain in conformity with information furnished by the written agreement of Subadviser expressly for use therein, such third party Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers Securities Act of 1933 and the Fund for any reasonable costs, upon evidence rules and regulations of invoices, bills, etc., associated with the production, printing and filing with the Commission thereunder (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a"1933 Act") and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information Act and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the information statements therein not misleading. The Subadviser accepts such employment and commentary not misleading agrees, at its own expense, to render the services set forth herein and (B) to provide additional certifications related the office space, furnishings, equipment and personnel required by it to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud perform such services on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporationscompensation 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 Subadviser shall, subject Subject to the direction and control of the Trust’s Board Adviser and the oversight of Trustees the Board, the Subadviser shall make decisions with respect to all purchases and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale sales of securities and other investments for investment assets in the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meetingFund. Unless MML Advisers gives the Subadviser written instructions to the contraryTo carry out such decisions, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodianis hereby authorized, in accordance with Subadviser’s policies as agent and procedures. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary attorney-in-fact for the Fund to comply with Trust, for the requirements account of, at the risk of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Fund. In all purchases, sales and other transactions in securities for the Fund, including without limitation, the power Subadviser is authorized to enter into swap, futures, options exercise full discretion and other agreements act for the Trust in the same manner and with counterparties on the Fund’s behalf same force and effect as the Subadviser deems appropriate from time Trust might or could do with respect to time in order such purchases, sales or other transactions, as well as with respect to carry out all other things necessary or incidental to the Subadviser’s responsibilities hereunderfurtherance or conduct of such purchases, sales or other transactions. (b) Upon request, the Subadviser will report to the Board (either directly or through the Adviser) all changes in the Fund since the prior report, and will keep the Board informed (either directly or through the Adviser) of important developments affecting the Trust, the Fund and the Subadviser, and on its own initiative, will furnish the Board (either directly or through the Adviser) from time to time with such information as the Subadviser may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in the Fund’s holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Fund maintain investments. The Subadviser shall provide will also furnish the Board (either directly or through the Adviser) with such statistical and analytical information with respect to MML Advisers such reports for securities in the Portfolio, on a monthly, quarterly Fund as the Subadviser may believe appropriate or annual basis, as MML Advisers the Adviser or the Board reasonably may request. In making purchases and sales of Trustees securities for the Fund the Subadviser will comply with the policies set from time to time by the Board as well as the limitations imposed by the Trust’s Declaration of Trust, as amended from time to time (the “Declaration of Trust”), and Registration Statement under the Act and the Securities Act of 1933, as amended, the limitations in the Act and in the Internal Revenue Code of 1986, as amended, in respect of regulated investment companies, and the investment objectives, policies and restrictions of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A.Fund. (c) The Subadviser shall provide full and prompt disclosure maintain records for the Fund relating to MML Advisers portfolio transactions and the Fund regarding itself placing and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any allocation of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided brokerage orders as are required to be maintained by the Trust under the Act. The Subadviser shall prepare and maintain, or cause to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance be prepared and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is requiredmaintained, in the reasonable judgment of MML Advisers such form, for such periods and upon prior written request, to in such locations as may be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books all documents and records as are required under the Act or other applicable law, based on relating to the services provided by the Subadviser pursuant to this Subadvisory Agreement required to be prepared and as are necessary for MML Advisers maintained by the Subadviser or the Trust pursuant to meet its record keeping obligations generally set forth under Section 31 the rules and regulations of any national, state, or local government entity with jurisdiction over the Subadviser or the Trust, including the Commission and the Internal Revenue Service. The books and records pertaining to the Trust that are in possession of the Act and rules thereunder; and (ii) Subadviser shall meet with any persons at be the request property of MML Advisers the Trust. The Trust, or the Board of Trustees of the Trust for the purpose of reviewing Trust’s authorized representatives, shall have access to such books and records at all times during the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Subadviser (either directly or through the Adviser) to the Trust or its authorized representatives. (d) The Subadviser acknowledges and agrees that the Adviser is ultimately responsible for providing to the Fund the services required of it under the Management Contract. Accordingly, the Subadviser shall discharge its duties and responsibilities specified in this Section 2 and elsewhere in this Agreement subject at all times to the direction, control and oversight of the Adviser. In furtherance thereof, the Subadviser shall, without limitation, (i) make its offices available to representatives of the Adviser for on-site inspections and consultations with the officers and applicable portfolio managers of the Subadviser relating to responsible for the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees that all records which it maintains relating to the Fund are property day-to-day management of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for upon request, provide the acts and omissions Adviser with copies of any such third party as if they were those all records it maintains regarding its management of the Subadviser, Fund and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) report to the same extent Adviser each calendar quarter and at such other times as if it were a signatory to this Subadvisory Agreement. the Adviser may reasonably request regarding (eA) On each business day the Subadviser shall provide to Subadviser’s implementation of the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, program and the Fund’s Principal Executive Officer’s portfolio composition and Principal Financial Officer’s certifications under Rule 30a-2 under performance, (B) any policies and procedures implemented by the Act; (ii) a quarterly certification, as well as any requested sub-certifications, Subadviser to ensure compliance with respect to compliance matters related United States securities laws and regulations applicable to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (jC) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided compliance with the investment objectives, policies and limitations set forth in the Fund’s then current Prospectus and Statement of Additional Information and any additional operating policies or procedures that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject communicates to the provisions of Section 5 hereof Subadviser in writing (either directly or through the Adviser) and applicable law, (D) such other matters as the Subadviser Adviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporationsreasonably request.

Appears in 2 contracts

Samples: Investment Subadvisory Agreement (Schroder Series Trust), Investment Subadvisory Agreement (Schroder Series Trust)

Duties of the Subadviser. (a) The Subadviser shall, subject to Adviser hereby engages the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and procedures. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control services of the Subadviser or any change in furtherance of its personnel that could materially affect Investment Advisory and Management Agreement with the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant Trust. Pursuant to this Subadvisory Agreement and as are necessary for MML Advisers subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of the assets of each Portfolio. The Subadviser will determine, in its 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 Trust is required to meet maintain, and will render regular reports to the Adviser and to officers and Trustees of the Trust concerning its record keeping obligations generally 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 Trustees of the Trust and in compliance with such policies as the Trustees of the Trust may from time to time establish, and in compliance with (a) the objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in the Trust's current prospectus and statement of additional information; and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that each Portfolio will at all times be operated and managed (a) in compliance with all applicable federal and state laws, including securities, commodities and banking laws, governing its operations and investments. Without limiting the foregoing, the Subadviser represents and warrants that it will cooperate with the Trust's administrator 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 31 817(h) of the Code; (c) the provisions of the Act and rules adopted 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 Subadviser; and (iif) shall meet with any persons at the request of MML Advisers or policies and procedures as adopted by the Board of Trustees of the Trust for the purpose of reviewing as furnished to the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers furnish information readily available to it to the SubadviserAdviser, as requested, for purposes of compliance with access the distribution requirements necessary to inspect at the Subadviser’s office during normal business hours the books and records avoid payment of any excise tax pursuant to Section 4982 of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunderCode. The Subadviser agrees further represents and warrants that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible that any statements or omissions made in any Registration Statement for the acts and omissions of any such third party as if they were those Contracts or shares of the SubadviserTrust, or any amendment or supplement thereto, are made in reliance upon and (iii) shall obtain in conformity with information furnished by the written agreement of Subadviser expressly for use therein, such third party Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers Securities Act of 1933 and the Fund for any reasonable costs, upon evidence rules and regulations of invoices, bills, etc., associated with the production, printing and filing with the Commission thereunder (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a"1933 Act") and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information Act and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the information statements therein not misleading. The Subadviser agrees: (a) to maintain a level of errors and commentary not misleading 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 (Bb) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; time and (iii) an annual certification from the Subadviser’s Chief Compliance Officerupon reasonable request, appointed under Rule 206(4)-7 under the Advisers Act, with respect to supply evidence of such coverage to the design Adviser. The Subadviser accepts such employment and operation of agrees, at its own expense, to render the Subadviser’s compliance programservices set forth herein and to provide the office space, in a format reasonably requested furnishings, equipment and personnel required by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud it to perform such services on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporationscompensation 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 Subadviser shall, subject Subject in each case to the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees Directors of the Trust at each Board meeting. Unless MML Advisers gives Corporation (the Subadviser written instructions to "Board") and in accordance with the contraryobjectives, policies and principles set forth in the Registration Statement and Prospectus(es) of the Fund (the "Registration Statement") and the requirements of the 1940 Act, and in conjunction with and under the supervision of the Manager, the Subadviser shall vote or determine agrees to abstain from voting all proxies solicited by or with respect to furnish the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies Manager and procedures. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of investment advice, research and assistance as the Manager or the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time reasonably request. Without limiting the generality of the foregoing, Subadviser shall manage the investments of the Fund in order accordance with the Registration Statement and in compliance with the requirements applicable to carry out registered investment companies under applicable laws and those requirements applicable to regulated investment companies under Subchapter M of the Subadviser’s responsibilities hereunderInternal Revenue Code of 1986, as amended ("Code"), and such other limitations as the Manager or the Board may institute and inform the Subadviser in writing are applicable. (b) The Subadviser shall provide Subject to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change the Subadviser shall (i) participate in control the development of the Subadviser or any change Fund's overall investment strategy and in its personnel that could materially affect the services provided by the Subadviser determination of investment allocations, (ii) provide investment advice and research to the Fund hereunderwith respect to existing and potential investments in securities, information regarding any material adverse change including company visits and meetings with management, (iii) determine securities and other assets for investment, (iv) select brokers and dealers, and (v) cause the execution of trades; provided that, until Subadviser is notified otherwise by the Manager, the Manager shall determine (in consultation with the condition Subadviser) the amount of assets that shall be Uninvested Assets (financial or otherwiseas defined below) of the Fund and retain the authority and responsibility for investment and reinvestment of Uninvested Assets. In providing these services, the Subadviser or any person who controls the Subadviserwill conduct a continual program of investment, information regarding the investment performance evaluation and, if appropriate, sale and general investment methods reinvestment of the Fund's assets. The Subadviser or its principals and affiliates relating will make available representatives to report in person to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar Board at least semi-annually on investment strategies as the Portfolioresults, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder compliance with respect to the Fund, and, upon request, 's investments and other information matters that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers Manager or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written noticemay reasonably request. The Subadviser shall also provide the Fund such reports and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers other information to the Subadviser, with access to inspect at Manager or the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of Board as such records or copies thereof upon the Fund’s persons may reasonably request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements For purposes of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s 1(b), "Uninvested Assets" means any assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and of the Fund for any reasonable coststhat are in cash, upon evidence of invoices, bills, etccash equivalents or money market instruments., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 2 contracts

Samples: Subadvisory Agreement (Seligman LaSalle Real Estate Fund Series, Inc.), Subadvisory Agreement (Seligman LaSalle Real Estate Fund Series, Inc.)

Duties of the Subadviser. (a) The Subadviser shall, subject to Adviser hereby engages the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and procedures. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control services of the Subadviser or any change in furtherance of its personnel that could materially affect Advisory Agreement with the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant 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 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 are necessary the Directors of the Corporation may from time to time establish, and in compliance with (a) the objectives, policies and limitations for MML Advisers or the Trust to meet its record keeping obligations generally Portfolio set forth in the Corporation's current prospectus and statement of additional information, and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion of the assets which it manages of 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, the Subadviser agrees to manage that portion of the assets of the Portfolio allocated to it (1) so that it qualifies to be treated as a "regulated investment company" under Section 31 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; (b) and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times applicable federal and upon reasonable advance written noticestate securities, commodities and banking laws. The Subadviser shall provide the Fund further represents and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees warrants that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible that any statements or omissions made in any Registration Statement for the acts and omissions of any such third party as if they were those shares of the SubadviserCorporation, or any amendment or supplement thereto, are made in reliance upon and (iii) shall obtain in conformity with written information furnished by the written agreement Subadviser expressly for use therein, such parts of such third party 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 comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers Securities Act of 1933 and the Fund for any reasonable costs, upon evidence rules and regulations of invoices, bills, etc., associated with the production, printing and filing with the Commission thereunder (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a"1933 Act") and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information Act and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the information statements therein not misleading. The Subadviser accepts such employment and commentary not misleading agrees, at its own expense, to render the services set forth herein and (B) to provide additional certifications related the office space, furnishings, equipment and personnel required by it to perform such services on the Subadviser’s management of terms and for the Portfolio compensation provided in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisersthis Agreement. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (jb) The Subadviser shall have no liability for the acts or omissions agrees to maintain a reasonable level of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts errors and omissions of such persons, firms or corporationsprofessional liability insurance coverage.

Appears in 2 contracts

Samples: Subadvisory Agreement (Style Select Series Inc), Subadvisory Agreement (Style Select Series Inc)

Duties of the Subadviser. (a) The Subadviser shall, subject to the direction and control of the Trust’s Board of Trustees and MML AdvisersMassMutual, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers MassMutual gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and proceduresinvested. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers MassMutual such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers MassMutual or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers MassMutual and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following other clients with the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers MassMutual reasonably deems necessary or desirable to enable MML Advisers MassMutual to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers MassMutual and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (db) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers MassMutual or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers MassMutual or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers MassMutual (or their agents or accountants), upon reasonable prior written request by MML Advisers MassMutual to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunderhereunder and such other books and records of the Subadviser as are necessary to confirm that the Subadviser has complied with its obligations and duties under this Subadvisory Agreement. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (ec) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (fd) The Subadviser agrees to reimburse MML Advisers MassMutual and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (ge) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers MassMutual serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (hf) As MML Advisers MassMutual or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers MassMutual (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML AdvisersMassMutual, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML AdvisersMassMutual, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML AdvisersMassMutual. (ig) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML AdvisersMassMutual, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 2 contracts

Samples: Investment Subadvisory Agreement (MML Series Investment Fund), Investment Subadvisory Agreement (MML Series Investment Fund)

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser shall, in furtherance of its Advisory Agreement with the Trust. Pursuant to this Subadvisory Agreement and subject to the direction oversight and control review of the Trust’s Board Adviser, the Subadviser will manage the investment and reinvestment of Trustees the assets of each Portfolio. The Subadviser will determine, in its discretion and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions oversight and review of Section 5 hereofthe Adviser, for the purchase and sale of securities and other investments for to be purchased or sold. As reasonably requested, the Portfolio; Subadviser will provide the Adviser with records concerning its activities which the Adviser or the Trust is required to maintain, and (iii) provide will render regular reports on the foregoing to the Board of Adviser and to officers and Trustees of the Trust at each Board meetingconcerning its discharge of the foregoing responsibilities. Unless MML Advisers gives 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 written instructions 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 contraryreview and oversight of the officers and the Trustees of the Trust and, using its best efforts and provided it has had sufficient opportunity to act, in compliance with such policies as the Trustees of the Trust may from time to time establish, and in compliance with (a) the objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in the Trust's current prospectus and statement of additional 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 vote not be liable for any loss, claim or determine damages related to abstain from voting all proxies solicited such reliance. The Adviser agrees to provide the Subadviser with such assistance as may be reasonably requested by the Subadviser in connection with its activities under this Agreement, including, without limitation, information concerning the Portfolio(s), its funds available, or with respect to become available, for investment and generally as to the issuers of securities in which assets conditions of the Portfolio(s) or the Portfolio(s)' affairs. In addition, the Adviser will provide the Subadviser with such materials or information regarding the Portfolio(s) that the Subadviser may reasonably request to the extent they may materially affect the duties of the Subadviser. The Subadviser represents and warrants to the Adviser that it shall use its best efforts to manage each Portfolio are invested (a) in compliance with all applicable federal and state laws, including securities, commodities and banking laws, governing its operations and investments; (b) so as not to jeopardize either the treatment of the variable annuity contracts which offer the Portfolio(s) (the "Contracts") as annuity contracts for which purposes of the Internal Revenue Code of 1986, as amended (the "Code"); and (c) to minimize any penalties payable by the Trust or the Portfolio(s). Without limiting the foregoing, the Subadviser receives timely materials from represents and warrants that it shall use its best efforts to manage each Portfolio in compliance with (a) the Fund’s custodianapplicable 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 accordance with the Internal Revenue Service's regulations under Section 817(h) of the Code; (c) the provisions of the Act and rules adopted thereunder; (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’s ; and (e) the policies and procedures as adopted by the Trustees of the Trust, 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 Fund in a timely manner Subadviser with such records advance notice of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and change in the name of Portfolio(s)' investment objectives, policies and restrictions as stated in the Fund, including without limitation, prospectus or in any procedures and policies adopted by the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulationand/or the Adviser, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partnersSubadviser shall, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of its duties and obligations under this Agreement, manage each Portfolio's investments in compliance with such changes, provided the Subadviser’s composite Subadviser has received prompt notice of accounts following the same effectiveness of such changes from the Trust or similar investment strategies as the PortfolioAdviser and has had sufficient opportunity to implement such changes. In addition to such notice, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly Adviser shall provide to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information a copy of a modified Prospectus reflecting such changes provided that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written noticeProspectus was so modified. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior assistance [which would include a recommended price followed by a written request by MML Advisers rationale] to the SubadviserAdviser regarding the valuation of securities that are not registered for public sale, with access to inspect at the Subadviser’s office during normal business hours the books and records 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 relating 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 this provision by the Portfolio and the Subadviser’s performance hereunderSubadviser will be provided for information purposes only. The Subadviser agrees makes no representation or warranty, express or implied, that all records which it maintains relating to any level of performance or investment results will be achieved by the Fund are property of the FundPortfolio(s), and the Subadviser will promptly surrender to the Fund any of such records whether on a relative or copies thereof upon the Fund’s requestabsolute basis. The Subadviser may maintain copies of any such records further represents and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so warrants that to the extent consistent with applicable law, (ii) shall be responsible that any statements or omissions made in any Registration Statement for the acts and omissions of any such third party as if they were those Contracts or shares of the SubadviserTrust, or any amendment or supplement thereto, are made in reliance upon and (iii) shall obtain in conformity with information furnished by the written agreement of Subadviser expressly for use therein, such third party Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers Securities Act of 1933 and the Fund for any reasonable costs, upon evidence rules and regulations of invoices, bills, etc., associated with the production, printing and filing with the Commission thereunder (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a"1933 Act") and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information Act and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the information statements therein not misleading. The Subadviser agrees: (a) to maintain a level of errors and commentary not misleading 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 (Bb) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; time and (iii) an annual certification from the Subadviser’s Chief Compliance Officerupon reasonable request, appointed under Rule 206(4)-7 under the Advisers Act, with respect make representations to the design Adviser as to the status and operation amount of such coverage. The Subadviser accepts such employment and agrees, at its own expense, to render the Subadviser’s compliance programservices set forth herein and to provide the office space, in a format reasonably requested furnishings, equipment and personnel required by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud it to perform such services on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporationscompensation 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 Subadviser shall, subject to Adviser hereby engages the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and procedures. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control services of the Subadviser or any change in furtherance of its personnel that could materially affect Investment Advisory and Management Agreement with the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant Trust. Pursuant to this Subadvisory Agreement and as are necessary for MML Advisers subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of the assets of a 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 Trust is required to meet maintain, and will render regular reports to the Adviser and to officers and Trustees of the Trust concerning its record keeping obligations generally discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees of the Trust may from time to time establish and communicate to Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Funds set forth in 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 a 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 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 assets of each Fund, or portion of each Fund’s assets, allocated to it, as 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 all or a portion of the assets of a Fund will be designed to achieve qualification by the Fund to be treated as a “regulated investment company” under Section 31 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 thereunder; adopted thereunder that relate to the investment of Fund assets, including depositing those assets in custody with institutions designated by the Trust, and (iib) shall meet with any persons at the request federal and state securities and commodities laws applicable to Subadviser’s Fund management responsibilities; provided that for purposes of MML Advisers or the Board of Trustees Section 17(a), (d) and (e) of the Trust for Act, the purpose of reviewing Subadviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written noticeAdviser. The Subadviser shall provide the Fund further represents and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers warrants that to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records extent any statements or omissions made in any Registration Statement for shares of the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser relating 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 Portfolio requirements of the Securities Act of 1933 and the Subadviser’s performance hereunderrules 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 also represents and warrants that all records which it maintains relating to the Fund are property of the Fundin furnishing services hereunder, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser of a Fund or other series of the Trust to the Fund extent any other subadvisers are engaged by the Adviser, or any other subadviser subadvisers to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser companies that are under common control with the Trust, concerning transactions for the of a Fund in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 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. (hb) As MML Advisers The Subadviser agrees: (i) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the Board course of Trustees this Agreement, is appropriate given the nature of the Trust may request its business; and (ii) from time to timetime and upon reasonable request, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that supply evidence of such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related coverage to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML AdvisersAdviser. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 2 contracts

Samples: Subadvisory Agreement (Sunamerica Income Funds), Subadvisory Agreement (Sunamerica Income Funds)

Duties of the Subadviser. (a) The Subportfolios agreed to by MML Advisers and the Subadviser as of the date of this Agreement are listed on Appendix A. MML Advisers and the Subadviser may agree in writing from time to time in the future to add Subportfolios to Appendix A or to remove Subportfolios from Appendix A. Notwithstanding the foregoing, MML Advisers may from time to time upon notice to the Subadviser increase or decrease without limit the amount of the Fund’s assets allocated to any Subportfolio (including, for clarity, a decrease to zero). Any reference herein to the assets of a Subportfolio shall, on any day, be a reference to the assets of the Fund allocated to that Subportfolio as of that day. No increase or decrease in the amount of assets allocated to a Subportfolio shall have any effect on the rate at which fees are payable hereunder in respect of that Subportfolio, except as may be expressly provided on Appendix A. (b) The Subadviser shall, subject to the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio each Subportfolio and determine what securities or other investments shall be purchased or sold by the PortfolioSubportfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolioeach Subportfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio each Subportfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and proceduresinvested. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is are necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (bc) The Subadviser shall provide to MML Advisers such reports for the Portfoliowith respect to each Subportfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A.B. (cd) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio each Subportfolio and the performance of the Subadviser’s composite of accounts following other clients with the same or similar investment strategies as the PortfolioSubportfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (de) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio Fund and the Subadviser’s performance hereunderhereunder and such other books and records of the Subadviser as are necessary to confirm that the Subadviser has complied with its obligations and duties under this Subadvisory Agreement. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (ef) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s each Subportfolio’ s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (fg) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (gh) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (hi) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolioeach Subportfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio each Subportfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolioeach Subportfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 2 contracts

Samples: Investment Subadvisory Agreement (Massmutual Select Funds), Investment Subadvisory Agreement (Massmutual Select Funds)

Duties of the Subadviser. (a) The Subadviser shall, subject to the direction and control of the Trust’s Board of Trustees and MML AdvisersMassMutual, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers MassMutual gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and proceduresinvested. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers MassMutual such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers MassMutual or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers MassMutual and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following other clients with the same or similar investment strategies as the PortfolioPortfolio (subject to applicable restrictions on the release of client confidential information), information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers MassMutual reasonably deems necessary or desirable to enable MML Advisers MassMutual to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers MassMutual and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers MassMutual or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers MassMutual or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers MassMutual (or their agents or accountants), upon reasonable prior written request by MML Advisers MassMutual to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunderhereunder and such other books and records of the Subadviser as are necessary to confirm that the Subadviser has complied with its obligations and duties under this Subadvisory Agreement. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers MassMutual and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers MassMutual serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers MassMutual or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers MassMutual (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML AdvisersMassMutual, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML AdvisersMassMutual, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML AdvisersMassMutual. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 2 contracts

Samples: Investment Subadvisory Agreement (Massmutual Select Funds), Investment Subadvisory Agreement (Massmutual Select Funds)

Duties of the Subadviser. (a) The Subadviser shall, subject Subject to the direction and control of the Trust’s Board Adviser and the oversight of Trustees the Board, the Subadviser shall make decisions with respect to all purchases and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale sales of securities and other investments for investment assets in the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meetingFund. Unless MML Advisers gives the Subadviser written instructions to the contraryTo carry out such decisions, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodianis hereby authorized, in accordance with Subadviser’s policies as agent and procedures. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary attorney-in-fact for the Fund to comply with Trust, for the requirements account of, at the risk of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Fund. In all purchases, sales and other transactions in securities for the Fund, including without limitation, the power Subadviser is authorized to enter into swap, futures, options exercise full discretion and other agreements act for the Trust in the same manner and with counterparties on the Fund’s behalf same force and effect as the Subadviser deems appropriate from time Trust might or could do with respect to time in order such purchases, sales or other transactions, as well as with respect to carry out all other things necessary or incidental to the Subadviser’s responsibilities hereunderfurtherance or conduct of such purchases, sales or other transactions. (b) Upon request, the Subadviser will report to the Board (either directly or through the Adviser) all changes in the Fund since the prior report, and will keep the Board informed (either directly or through the Adviser) of important developments affecting the Trust, the Fund and the Subadviser, and on its own initiative, will furnish the Board (either directly or through the Adviser) from time to time with such information as the Subadviser may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in the Fund's holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Fund maintains investments. The Subadviser shall provide will also furnish the Board (either directly or through the Adviser) with such statistical and analytical information with respect to MML Advisers such reports for securities in the Portfolio, on a monthly, quarterly Fund as the Subadviser may believe appropriate or annual basis, as MML Advisers the Adviser or the Board reasonably may request. In making purchases and sales of Trustees securities for the Fund the Subadviser will comply with the policies set from time to time by the Board as well as the limitations imposed by the Trust's Agreement and Declaration of Trust, as amended from time to time (the "Declaration of Trust") and Registration Statement under the Act and the Securities Act of 1933, as amended, the limitations in the Act and in the Internal Revenue Code of 1986, as amended, in respect of regulated investment companies, and the investment objectives, policies and restrictions of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A.Fund. (c) The Subadviser shall provide full and prompt disclosure maintain records for the Fund relating to MML Advisers portfolio transactions and the Fund regarding itself placing and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any allocation of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided brokerage orders as are required to be maintained by the Trust under the Act. The Subadviser shall prepare and maintain, or cause to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance be prepared and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is requiredmaintained, in the reasonable judgment of MML Advisers such form, for such periods and upon prior written request, to in such locations as may be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books all documents and records as are required under the Act or other applicable law, based on relating to the services provided by the Subadviser pursuant to this Subadvisory Agreement required to be prepared and as are necessary for MML Advisers maintained by the Subadviser or the Trust pursuant to meet its record keeping obligations generally set forth under Section 31 the rules and regulations of any national, state, or local government entity with jurisdiction over the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers Subadviser or the Board of Trustees of Trust, including the Trust for Commission and the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written noticeInternal Revenue Service. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records pertaining to the Trust which are in possession of the Subadviser relating shall be the property of the Trust. The Trust, or the Trust's authorized representatives, shall have access to such books and records at all times during the Subadviser's normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Subadviser (either directly or through the Adviser) to the Portfolio and the Subadviser’s performance hereunder. Trust or its authorized representatives. (d) The Subadviser acknowledges and agrees that all records which it maintains relating the Adviser is ultimately responsible for providing to the Fund are property the services required of it under the Investment Advisory Agreement. Accordingly, the Subadviser shall discharge its duties and responsibilities specified in this Section 2 and elsewhere in this Agreement subject at all times to the direction, control and oversight of the Adviser. In furtherance thereof, the Subadviser shall, without limitation, (i) make its offices available to representatives of the Adviser for on-site inspections and consultations with the officers and applicable portfolio managers of the Subadviser responsible for the day-to-day management of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for upon request, provide the acts and omissions Adviser with copies of any such third party as if they were those all records it maintains regarding its management of the Subadviser, Fund and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) report to the same extent Adviser each calendar quarter and at such other times as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as Adviser may reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall regarding (A) certify that such information and commentary discuss the factors that materially affected the performance Subadviser's implementation of the Portfolio, including the relevant market conditions Fund's investment program and the investment techniques Fund's portfolio composition and strategies usedperformance, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related any policies and procedures implemented by the Subadviser to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR ensure compliance with United States securities laws and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related regulations applicable to the Subadviser and the Subadviser’s management Fund, (C) the Fund's compliance with the investment objectives, policies and limitations set forth in the Fund's then current Prospectus and Statement of Additional Information and any additional operating policies or procedures that the Portfolio, Trust communicates to the Subadviser in formats reasonably requested by MML Advisers, as they may be amended from time to time; writing (either directly or through the Adviser) and (iiiD) an annual certification from such other matters as the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format Adviser may reasonably requested by MML Advisersrequest. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 2 contracts

Samples: Investment Subadvisory Agreement (Schroder Global Series Trust), Investment Subadvisory Agreement (Schroder Global Series Trust)

Duties of the Subadviser. (a) The Subadviser shall, subject to Adviser hereby engages the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and procedures. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control services of the Subadviser or any change in furtherance of its personnel that could materially affect Advisory Agreement with the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant 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 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 are necessary the Directors of the Corporation may from time to time establish, and in compliance with (a) the objectives, policies and limitations for MML Advisers or the Trust to meet its record keeping obligations generally Portfolio set forth in the Corporation's current prospectus and statement of additional information, and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion of the assets which it manages of 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, the Subadviser agrees to manage that portion of the assets of the Portfolio allocated to it (1) so that it qualifies to be treated as a "regulated investment company" under Section 31 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; and (iib) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times applicable federal and upon reasonable advance written noticestate securities, commodities and banking laws. The Subadviser shall provide the Fund further represents and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees warrants that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible that any statements or omissions made in any Registration Statement for the acts and omissions of any such third party as if they were those shares of the SubadviserCorporation, or any amendment or supplement thereto, are made in reliance upon and (iii) shall obtain in conformity with information furnished by the written agreement Subadviser expressly for use therein, such parts of such third party 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 comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers Securities Act of 1933 and the Fund for any reasonable costs, upon evidence rules and regulations of invoices, bills, etc., associated with the production, printing and filing with the Commission thereunder (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a"1933 Act") and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information Act and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the information statements therein not misleading. The Subadviser accepts such employment and commentary not misleading agrees, at its own expense, to render the services set forth herein and (B) to provide additional certifications related the office space, furnishings, equipment and personnel required by it to perform such services on the Subadviser’s management of terms and for the Portfolio compensation provided in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisersthis Agreement. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (jb) The Subadviser shall have no liability for the acts or omissions agrees to maintain a reasonable level of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts errors and omissions of such persons, firms or corporationsprofessional liability insurance coverage.

Appears in 2 contracts

Samples: Subadvisory Agreement (Style Select Series Inc), Subadvisory Agreement (Style Select Series Inc)

Duties of the Subadviser. (a) The Subadviser shall, subject to the direction and control of the Trust’s Board of Trustees and MML AdvisersMassMutual, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers MassMutual gives the Subadviser written instructions to notice that it is assuming proxy voting responsibility for the contraryFund, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodianinvested, in accordance with Subadviser’s policies and procedures. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Unless otherwise agreed to by MassMutual and the Subadviser, Subadviser shall not act with respect to legal proceedings, including class actions or bankruptcies and notices of such proceedings. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers MassMutual such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers MassMutual or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers MassMutual and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information information, in the form of the style’s composite, regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following other clients with the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers MassMutual reasonably deems necessary or desirable to enable MML Advisers MassMutual to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers MassMutual and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers MassMutual or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers MassMutual or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers MassMutual (or their agents or accountants), upon reasonable prior written request by MML Advisers MassMutual to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunderhereunder and such other books and records of the Subadviser as are necessary to confirm that the Subadviser has complied with its obligations and duties under this Subadvisory Agreement. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers MassMutual and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers MassMutual serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers MassMutual or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers MassMutual (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML AdvisersMassMutual, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML AdvisersMassMutual, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML AdvisersMassMutual. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML AdvisersMassMutual, the Trust Trust, or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 2 contracts

Samples: Investment Subadvisory Agreement (Massmutual Select Funds), Investment Subadvisory Agreement (MML Series Investment Fund)

Duties of the Subadviser. (a) The Subadviser shall, subject Subject to the direction and control of the Trust’s Board Adviser and the oversight of Trustees the Board, the Subadviser shall make decisions with respect to all purchases and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale sales of securities and other investments for investment assets in the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meetingFund. Unless MML Advisers gives the Subadviser written instructions to the contraryTo carry out such decisions, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodianis hereby authorized, in accordance with Subadviser’s policies as agent and procedures. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary attorney-in-fact for the Fund to comply with Trust, for the requirements account of, at the risk of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Fund. In all purchases, sales and other transactions in securities for the Fund, including without limitation, the power Subadviser is authorized to enter into swap, futures, options exercise full discretion and other agreements act for the Trust in the same manner and with counterparties on the Fund’s behalf same force and effect as the Subadviser deems appropriate from time Trust might or could do with respect to time in order such purchases, sales or other transactions, as well as with respect to carry out all other things necessary or incidental to the Subadviser’s responsibilities hereunderfurtherance or conduct of such purchases, sales or other transactions. (b) Upon request, the Subadviser will report to the Board (either directly or through the Adviser) all changes in the Fund since the prior report, and will keep the Board informed (either directly or through the Adviser) of important developments affecting the Trust, the Fund and the Subadviser, and on its own initiative, will furnish the Board (either directly or through the Adviser) from time to time with such information as the Subadviser may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in the Fund's holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Fund maintains investments. The Subadviser shall provide will also furnish the Board (either directly or through the Adviser) with such statistical and analytical information with respect to MML Advisers such reports for securities in the Portfolio, on a monthly, quarterly Fund as the Subadviser may believe appropriate or annual basis, as MML Advisers the Adviser or the Board reasonably may request. In making purchases and sales of Trustees securities for the Fund the Subadviser will comply with the policies set from time to time by the Board as well as the limitations imposed by the Trust's Amended and Restated Agreement and Declaration of Trust, as amended from time to time (the "Declaration of Trust") and Registration Statement under the Act and the Securities Act of 1933, as amended, the limitations in the Act and in the Internal Revenue Code of 1986, as amended, in respect of regulated investment companies, and the investment objectives, policies and restrictions of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A.Fund. (c) The Subadviser shall provide full and prompt disclosure maintain records for the Fund relating to MML Advisers portfolio transactions and the Fund regarding itself placing and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any allocation of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided brokerage orders as are required to be maintained by the Trust under the Act. The Subadviser shall prepare and maintain, or cause to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance be prepared and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is requiredmaintained, in the reasonable judgment of MML Advisers such form, for such periods and upon prior written request, to in such locations as may be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books all documents and records as are required under the Act or other applicable law, based on relating to the services provided by the Subadviser pursuant to this Subadvisory Agreement required to be prepared and as are necessary for MML Advisers maintained by the Subadviser or the Trust pursuant to meet its record keeping obligations generally set forth under Section 31 the rules and regulations of any national, state, or local government entity with jurisdiction over the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers Subadviser or the Board of Trustees of Trust, including the Trust for Commission and the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written noticeInternal Revenue Service. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records pertaining to the Trust which are in possession of the Subadviser relating shall be the property of the Trust. The Trust, or the Trust's authorized representatives, shall have access to such books and records at all times during the Subadviser's normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Subadviser (either directly or through the Adviser) to the Portfolio and the Subadviser’s performance hereunder. Trust or its authorized representatives. (d) The Subadviser acknowledges and agrees that all records which it maintains relating the Adviser is ultimately responsible for providing to the Fund are property the services required of it under the Investment Advisory Agreement. Accordingly, the Subadviser shall discharge its duties and responsibilities specified in this Section 2 and elsewhere in this Agreement subject at all times to the direction, control and oversight of the Adviser. In furtherance thereof, the Subadviser shall, without limitation, (i) make its offices available to representatives of the Adviser for on-site inspections and consultations with the officers and applicable portfolio managers of the Subadviser responsible for the day-to-day management of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for upon request, provide the acts and omissions Adviser with copies of any such third party as if they were those all records it maintains regarding its management of the Subadviser, Fund and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) report to the same extent Adviser each calendar quarter and at such other times as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as Adviser may reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall regarding (A) certify that such information and commentary discuss the factors that materially affected the performance Subadviser's implementation of the Portfolio, including the relevant market conditions Fund's investment program and the investment techniques Fund's portfolio composition and strategies usedperformance, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related any policies and procedures implemented by the Subadviser to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR ensure compliance with United States securities laws and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related regulations applicable to the Subadviser and the Subadviser’s management Fund, (C) the Fund's compliance with the investment objectives, policies and limitations set forth in the Fund's then current Prospectus and Statement of Additional Information and any additional operating policies or procedures that the Portfolio, Trust communicates to the Subadviser in formats reasonably requested by MML Advisers, as they may be amended from time to time; writing (either directly or through the Adviser) and (iiiD) an annual certification from such other matters as the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format Adviser may reasonably requested by MML Advisersrequest. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 2 contracts

Samples: Investment Subadvisory Agreement (Schroder Global Series Trust), Investment Subadvisory Agreement (Schroder Global Series Trust)

Duties of the Subadviser. (a) The Subadviser shall, subject to Adviser hereby engages the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and procedures. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control services of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) furtherance of the Subadviser or any person who controls Advisory Agreement with the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant Trust. Pursuant to this Subadvisory Agreement and as are necessary for MML Advisers 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 Trust is required to meet maintain, and will render regular reports to the Adviser and to officers and Trustees of the Trust concerning its record keeping obligations generally discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees of the Trust may from time to time establish, and in compliance with (a) the objectives, policies, and limitations for the Portfolio(s) set forth in the Trust's current prospectus and statement of additional information, and (b) applicable laws and regulations. The Subadviser shall manage the portion of the assets of a Portfolio allocated to it as if it was a separate operating portfolio and the provisions, representations and warranties of this Section 1 of the Subadvisory Agreement shall apply only the portion of assets of a Portfolio managed by the Subadviser. The Subadviser represents and warrants to the Adviser that the portion of assets allocated to it of each Portfolio will at all times be operated and managed (a) in compliance with all applicable federal and state laws, including securities, commodities and banking laws, governing its operations and investments; (b) so as not to jeopardize either the treatment of the variable annuity contracts which offer the Portfolio(s) (the "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 (c) 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 31 817(h) of the Code; (b) the provisions of the 1940 Act and rules adopted thereunder; (c) applicable state insurance laws; (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 Trust. 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) shall meet complies with any persons at the request limits in its current prospectus or statement of MML Advisers additional information concerning concentration of investments or the Board amount of Trustees 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 Trust for Code, the purpose Subadviser agrees to follow instructions of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written noticeAdviser to remedy such non-compliance. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers furnish information to the SubadviserAdviser, as requested, for purposes of compliance with access the distribution requirements necessary to inspect at the Subadviser’s office during normal business hours the books and records avoid payment of any excise tax pursuant to Section 4982 of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunderCode. The Subadviser agrees further represents and warrants that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible that any statements or omissions made in any Registration Statement for the acts and omissions of any such third party as if they were those Contracts or shares of the SubadviserTrust, or any amendment or supplement thereto, are made in reliance upon and (iii) shall obtain in conformity with information furnished by the written agreement of Subadviser expressly for use therein, such third party Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers Securities Act of 1933 and the Fund for any reasonable costs, upon evidence rules and regulations of invoices, bills, etc., associated with the production, printing and filing with the Commission thereunder (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (athe"1933 Act") and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information 1940 Act and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the information statements therein not misleading. The Subadviser agrees: (a) to maintain a level of errors and commentary not misleading 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 (Bb) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; time and (iii) an annual certification from the Subadviser’s Chief Compliance Officerupon reasonable request, appointed under Rule 206(4)-7 under the Advisers Act, with respect to supply evidence of such coverage to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML AdvisersAdviser. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 2 contracts

Samples: Subadvisory Agreement (Seasons Series Trust), Subadvisory Agreement (Seasons Series Trust)

Duties of the Subadviser. (a) The Subadviser shallshall provide 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 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 Trust. 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 a Fund allocated by the Manager to the Subadviser shall be held uninvested, subject always to the direction and control restrictions of the Trust’s Board 's Declaration of Trust, dated October 18, 1996, 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 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 and MML Advisersof the Trust may at any time, (i) provide a continuing investment program for upon written notice to the Portfolio and Subadviser, suspend or restrict the right of the Subadviser to determine what securities or other investments shall be purchased or sold on behalf of a Fund and what portion, if any, of the assets of a Fund allocated by the Portfolio; (ii) arrange, subject Manager to the provisions of Section 5 hereofSubadviser shall be held uninvested. The Subadviser shall also, for as requested, make recommendations to the purchase Manager as to the manner in which proxies, voting rights, rights to consent to corporate action and sale of any other rights pertaining to a Fund's portfolio securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to shall be exercised. Should the Board of Trustees of the Trust or the Manager at each Board meeting. Unless MML Advisers gives any time, however, make any definite determination as to investment policy applicable to a Fund and notify the Subadviser written instructions to the contrarythereof in writing, the Subadviser shall vote be bound by such determination for the period, if any, specified in such notice or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and proceduresuntil similarly notified that such determination has been revoked. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting 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 is necessary 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 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 Fund to comply with determine if the requirements commissions paid over representative periods of Form N-PX or any law, rule, regulation or Commission position. Subject time were reasonable in relation to the provisions benefits to the Fund. In making purchases or sales of this Subadvisory Agreementsecurities or other property for the account of a Fund, the Subadviser shall have may deal with itself or with the authority to buy, sell or otherwise effect investment transactions for and in the name Trustees of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers 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 shall reasonably request or as required by applicable law or regulationTrust, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by discretion, may instruct the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial effect all or otherwise) a portion of the Subadviser its securities transactions with one or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted more brokers and/or dealers selected by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees Trustees, if it determines that the use of such brokers and/or dealers is in the best interest of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory AgreementTrust. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 2 contracts

Samples: Sub Management Agreement (Variable Annuity Portfolios), Sub Management Agreement (Variable Annuity Portfolios)

Duties of the Subadviser. The Subadviser will serve the Manager as investment subadviser with respect to each Fund. (a) The Subadviser shall, subject As investment subadviser to the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contraryFunds, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodianhereby agrees, in accordance with the Subadviser’s 's best judgment and subject to the stated investment objectives, policies and proceduresrestrictions of the Funds as set forth in the current prospectuses and statements of additional information of the Trust (including amendments) and in accordance with the Trust's Declaration of Trust, as amended, and By-laws governing the offering of its shares (collectively, the "Trust Documents"), the 1940 Act and the provisions of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), relating to regulated investment companies, and subject to such resolutions as from time to time may be adopted by the Trust's Board of Trustees, to render investment advice to the Manager as to the selection of the investment companies that shall comprise each Fund's portfolio (the "underlying funds") and the re-balancing twice yearly of each Fund's assets in underlying funds compatible with the investment objectives, policies and restrictions of the Funds as stated in the aforesaid prospectuses. The Subadviser shall provide have no responsibility for the Fund in a timely manner implementation or execution of transactions which it recommends to the Manager for any Fund, such responsibility being solely with such records the Manager. The Subadviser shall dedicate approximately 75 hours per year of its proxy voting on behalf of the Fund as is necessary for the Fund to comply time in connection with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject rendering investment advice to the provisions of Manager under this Subadvisory Agreement, . Time involved in travel in connection with services provided under this Agreement will count towards the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder75 hours. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees (i) comply with all reasonable requests of the Trust for information, including information required in connection with the Trust's filings with the Securities and Exchange Commission (the "SEC") and state securities commissions, and (ii) provide such other services as the Subadviser shall reasonably request from time to time determine to be necessary or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A.useful to the administration of the Funds. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser furnish to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Trust's Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings periodic reports on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement Agreement and shall supply such additional reports and information as the Trust's officers or Board of Trustees shall reasonably request. (d) The investment advisory services provided by the Subadviser under this Agreement are not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, be deemed exclusive and the Subadviser shall remain liable for be free to render similar services to others, as long as such services do not impair the performance ability of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporationsSubadviser to provide the services described herein.

Appears in 2 contracts

Samples: Subadvisory Agreement (Mackenzie Solutions), Subadvisory Agreement (Mackenzie Solutions)

Duties of the Subadviser. (a) The Subadviser shall, subject to Adviser hereby engages the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and procedures. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control services of the Subadviser or any change in furtherance of its personnel that could materially affect Investment Advisory and Management Agreement with the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant Trust. Pursuant to this Subadvisory Agreement and as are necessary for MML Advisers 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 Trust is required to meet maintain, and will render regular reports to the Adviser and to officers and Trustees of the Trust concerning its record keeping obligations generally discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees of the Trust may from time to time establish, and in compliance with (a) the objectives, policies, and limitations for the Portfolio(s) set forth in the Trust's current prospectus and statement of additional information, and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion of assets allocated to it of each 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; and (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. 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 Section 31 Subchapter M, chapter 1 of the Code, and (2) compliance with (a) the provisions of the Act and rules adopted thereunder; (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, commodities and banking laws; and (iie) shall meet with the distribution requirements necessary to avoid payment of any persons at the request of MML Advisers or the Board of Trustees excise tax pursuant to Section 4982 of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written noticeCode. The Subadviser shall provide the Fund further represents and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees warrants that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible that any statements or omissions made in any Registration Statement for the acts and omissions of any such third party as if they were those Contracts or shares of the SubadviserTrust, or any amendment or supplement thereto, are made in reliance upon and (iii) shall obtain in conformity with information furnished by the written agreement of Subadviser expressly for use therein, such third party Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers Securities Act of 1933 and the Fund for any reasonable costs, upon evidence rules and regulations of invoices, bills, etc., associated with the production, printing and filing with the Commission thereunder (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a"1933 Act") and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information 1940 Act and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the information statements therein not misleading. The Subadviser accepts such employment and commentary not misleading 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. (Bb) provide additional certifications related The Subadviser agrees: (i) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the Subadviser’s management course of this Agreement, is appropriate given the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-Qnature of its business, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; time and (iii) an annual certification from the Subadviser’s Chief Compliance Officerupon reasonable request, appointed under Rule 206(4)-7 under the Advisers Act, with respect to supply evidence of such coverage to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML AdvisersAdviser. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 2 contracts

Samples: Subadvisory Agreement (Seasons Series Trust), Subadvisory Agreement (Seasons Series Trust)

Duties of the Subadviser. (a) The Subadviser shall, subject to the direction and control of the Trust’s Board of Trustees and MML Advisers, (i) provide a continuing investment program for the Portfolio and determine what securities or other investments shall be purchased or sold by the Portfolio; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting. Unless MML Advisers gives the Subadviser written instructions to the contrary, the Subadviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested for which Subadviser receives timely materials from the Fund’s custodian, in accordance with Subadviser’s policies and procedures. The Subadviser shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Subadvisory Agreement, the Subadviser shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out the Subadviser’s responsibilities hereunder. (b) The Subadviser shall provide to MML Advisers such reports for the Portfolio, on a monthly, quarterly or annual basis, as MML Advisers or the Board of Trustees of the Trust shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Subadviser shall provide full and prompt disclosure to MML Advisers and the Fund regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Subadviser or any change in its personnel that could materially affect the services provided by the Subadviser to the Fund hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Subadviser or any person who controls the Subadviser, information regarding the investment performance and general investment methods of the Subadviser or its principals and affiliates relating to the Portfolio and the performance of the Subadviser’s composite of accounts following the same or similar investment strategies as the Portfolio, information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Subadviser hereunder with respect to the Fund, and, upon request, other information that MML Advisers reasonably deems necessary or desirable to enable MML Advisers to monitor the performance of the Subadviser and information that is required, in the reasonable judgment of MML Advisers and upon prior written request, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Subadviser (i) shall maintain such books and records as are required under the Act or other applicable law, based on the services provided by the Subadviser pursuant to this Subadvisory Agreement and as are necessary for MML Advisers or the Trust to meet its record keeping obligations generally set forth under Section 31 of the Act and rules thereunder; and (ii) shall meet with any persons at the request of MML Advisers or the Board of Trustees of the Trust for the purpose of reviewing the Subadviser’s performance under this Subadvisory Agreement at reasonable times and upon reasonable advance written notice. The Subadviser shall provide the Fund and MML Advisers (or their agents or accountants), upon reasonable prior written request by MML Advisers to the Subadviser, with access to inspect at the Subadviser’s office during normal business hours the books and records of the Subadviser relating to the Portfolio and the Subadviser’s performance hereunder. The Subadviser agrees that all records which it maintains relating to the Fund are property of the Fund, and the Subadviser will promptly surrender to the Fund any of such records or copies thereof upon the Fund’s request. The Subadviser may maintain copies of any such records and further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement. If the Subadviser delegates to any third party any of its obligations under this Section 2(d) relating to books and records, the Subadviser (i) shall only do so to the extent consistent with applicable law, (ii) shall be responsible for the acts and omissions of any such third party as if they were those of the Subadviser, and (iii) shall obtain the written agreement of such third party to comply with the requirements of this Section 2(d) to the same extent as if it were a signatory to this Subadvisory Agreement. (e) On each business day the Subadviser shall provide to the Fund’s custodian information relating to all transactions concerning the Portfolio’s assets and shall provide to the Fund’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) The Subadviser agrees to reimburse MML Advisers and the Fund for any reasonable costs, upon evidence of invoices, bills, etc., associated with the production, printing and filing with the Commission (not including attorneys’ fees or mailing costs) of supplements to the Disclosure Documents due to material changes caused by or relating to the Subadviser, except for any such costs which may properly be charged to the Fund. (g) The Subadviser shall not consult with any other subadviser to the Fund or any other subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MML Advisers serves as investment adviser concerning transactions for the Fund in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) As MML Advisers or the Board of Trustees of the Trust may request from time to time, the Subadviser shall timely provide to MML Advisers (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MML Advisers, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Portfolio, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Subadviser’s management of the Portfolio in order to support the Fund’s filings on Form N-CSR and Form N-QCSR, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Subadviser and the Subadviser’s management of the Portfolio, in formats reasonably requested by MML Advisers, as they may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by MML Advisers. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to MML Advisers, the Trust or the Fund, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (j) The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s 's assets. (k) Provided that none of MML Advisers, the Fund or the Trust shall be required to pay any compensation other than as provided by the terms of this Subadvisory Agreement and subject to the provisions of Section 5 hereof and applicable law, the Subadviser may obtain investment information, research or assistance from any other person, firm or corporation to assist the Subadviser with respect to the performance of its obligations under this Subadvisory Agreement. Such engagement shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act or represent an assignment of any rights or responsibilities, and the Subadviser shall remain liable for the performance of its obligations under this Subadvisory Agreement and for the acts and omissions of such persons, firms or corporations.

Appears in 2 contracts

Samples: Investment Subadvisory Agreement (Massmutual Select Funds), Investment Subadvisory Agreement (Massmutual Select Funds)

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