Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio investment advisory services described herein for the investment and reinvestment of such amount of the Portfolio's assets as is determined from time to time by the Portfolio's Board of Trustees and communicated to the Subadvisor in writing ("Assets"), subject to the control and direction of Diversified and the Diversified Investors Portfolios' Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and Subadviser is prohibited from directly or indirectly consulting with any other Subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the Assets. The Subadvisor 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 shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's then-current Registration Statement on Form N-1A. In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review, supervise and implement the investment program for the Assets; (ii) monitor regularly the relevant securities for the Assets to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the Subadvisor's discretion, the securities to be purchased or sold or exchanged in order to keep the Assets in balance with the designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the Assets; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the Assets; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all Assets on the last day of such month, rates of return, and (c) such other information relating to the Assets as Diversified may reasonably request; (vii) meet at least four times per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the Assets; (viii) provide the Portfolio, as reasonably requested by Diversified, with records concerning the Subadvisor's activities which the Portfolio is required by law to maintain with respect to the Assets; and (ix) render regular reports to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities. Upon written request, the Subadvisor shall also make recommendations to Diversified as to the manner in which voting rights, rights to consent to corporate actions and any other rights pertaining to the securities comprising the Assets shall be exercised. Diversified, however, will assume the responsibility for the actual voting of any voting rights. Should the Board of Trustees at any time establish an investment policy with respect to the Assets and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. The Subadvisor shall take, on behalf of the Assets, all actions which it deems necessary to implement the investment policies determined as provided above with respect to the Assets, and in particular to place all orders for the purchase or sale of securities for the Portfolio's account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. Subject to the primary objective of obtaining the best available prices and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide research and brokerage services to the Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which the Subadvisor is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the Rules of the Securities and Exchange Commission and the NASD. On occasions when Subadvisor deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of Subadvisor, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's overall responsibilities with respect to the Portfolio and to other funds and clients for which the Subadvisor exercises investment discretion.

Appears in 4 contracts

Samples: Investment Subadvisory Agreement (Diversified Investors Variable Funds), Investment Subadvisory Agreement (Diversified Investors Variable Funds), Investment Subadvisory Agreement (Diversified Investors Funds Group)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio investment advisory services described herein for the investment and reinvestment of such amount of the Portfolio's assets as is determined from time to time by the Portfolio's Board of Trustees and communicated to the Subadvisor in writing ("Assets"), subject to the control and direction of Diversified and the Diversified Investors Portfolios' Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and Subadviser is prohibited from directly or indirectly consulting with any other Subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the Assets. The Subadvisor 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 shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's then-current Registration Statement on Form N-1A. In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review, supervise and implement the investment program for the Assets; (ii) monitor regularly the relevant securities for the Assets to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the Subadvisor's discretion, the securities to be purchased or sold or exchanged in order to keep the Assets in balance with the designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the Assets; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the Assets; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all Assets on the last day of such month, rates of return, and (c) such other information relating to the Assets as Diversified may reasonably request; (vii) meet at least four times per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the Assets; (viii) provide the Portfolio, as reasonably requested by Diversified, with records concerning the Subadvisor's activities which the Portfolio is required by law to maintain with respect to the Assets; and (ix) render regular reports to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities. Upon written request, the Subadvisor shall also make recommendations to Diversified as to the manner in which voting rights, rights to consent to corporate actions and any other rights pertaining to the securities comprising the Assets shall be exercised. Diversified, however, will assume the responsibility for the actual voting of any voting rights. Futures and options contracts will be entered into for hedging purposes and/or as a part of Subadvisor's overall portfolio strategy and will be incidental to its securities trading activities for the Portfolio. Investment in original futures margin and options premiums will at all times be in compliance with applicable requirements of the Commodities Futures Trading Commission. Subadvisor is hereby authorized to place orders for the execution of securities transactions for the Portfolio as may be recommended to and accepted by or on behalf of Diversified (either in writing or by telephone) with or through such brokers, dealers or issuers as Subadvisor may select. Subadvisor may execute on behalf of Diversified certain agreements, instruments and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, futures and options agreements, swap agreements other investment related agreements and any other agreements, documents or instruments the Subadvisor believes are appropriate or desirable in performing its duties under this Agreement. Should the Board of Trustees at any time establish an investment policy with respect to the Assets and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. The Subadvisor shall take, on behalf of the Assets, all actions which it deems necessary to implement the investment policies determined as provided above with respect to the Assets, and in particular to place all orders for the purchase or sale of securities for the Portfolio's account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. Subject to the primary objective of obtaining the best available prices and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide research and brokerage services to the Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which the Subadvisor is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the Rules of the Securities and Exchange Commission and the NASD. On occasions when Subadvisor deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of Subadvisor, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's overall responsibilities with respect to the Portfolio and to other funds and clients for which the Subadvisor exercises investment discretion.

Appears in 3 contracts

Samples: Investment Subadvisory Agreement (Diversified Investors Funds Group), Investment Subadvisory Agreement (Diversified Investors Funds Group), Investment Subadvisory Agreement (Diversified Investors Variable Funds)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio investment advisory services described herein for the investment and reinvestment of ~~such amount of~~ the Portfolio's assets ~~as is determined from time to time by the Portfolio's Board of Trustees and communicated to the Subadvisor in writing~~ ("Assets"), subject to the control and direction of Diversified and the Diversified Investors Portfolios' Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and Subadviser is prohibited from directly or indirectly consulting with any other Subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the ~~Assets~~Portfolio's assets. The Subadvisor 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~~ assets of the Portfolio shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's then-current Registration Statement on Form N-1A. In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review, supervise and implement the investment program ~~for~~ of the ~~Assets~~Portfolio; (ii) monitor regularly the relevant securities for the ~~Assets~~ Portfolio to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the ~~Subadvisor~~Subadvisors's discretion, the securities to be purchased or sold or exchanged in order to keep the ~~Assets~~ Portfolio in balance with ~~the~~ its designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the ~~Assets~~Portfolio's securities; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the ~~Assets~~Portfolio; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all ~~Assets~~ assets of the Portfolio on the last day of such month, rates of return, and (c) such other information relating to the ~~Assets~~ Portfolio as Diversified may reasonably request; (vii) meet at least four times per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the ~~Assets~~Portfolio; (viii) provide the ~~Portfolio, as reasonably requested by Diversified,~~ Portfolio with records concerning the Subadvisor's activities which the Portfolio is required by law to ~~maintain with respect to the Assets~~maintain; and (ix) render regular reports to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities. ~~Upon written request, the~~ The Subadvisor shall also make recommendations to Diversified as to the manner in which voting rights, rights to consent to corporate ~~actions~~ action and any other rights pertaining to the securities comprising the Assets shall be exercised~~. Diversified~~, ~~however, will assume the responsibility~~ and Subadvisor shall be responsible for ~~the actual voting of any voting rights~~effecting such recommendations. Should the Board of Trustees at any time establish an investment policy with respect to the ~~Assets~~ Portfolio and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. The Subadvisor shall take, on behalf of the ~~Assets~~Portfolio, all actions which it deems necessary to implement the investment policies determined as provided ~~above with respect to the Assets~~above, and in particular to place all orders for the purchase or sale of Portfolio securities for the Portfolio's account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an the agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. Subject to the primary objective of obtaining the best available prices and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide research and brokerage services to the Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which ~~the Subadvisor~~ BlackRock Advisors, Inc. is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the Rules of the Securities and Exchange Commission and the ~~NASD. On occasions when Subadvisor deems the purchase or sale~~ National Association of ~~a security to be in the best interest of the Portfolio as well as other clients of Subadvisor~~Securities Dealers, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Inc. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's overall responsibilities with respect to the Portfolio and to other funds and clients for which the Subadvisor exercises investment discretion.

Appears in 3 contracts

Samples: Investment Subadvisory Agreement (Diversified Investors Funds Group I), Investment Subadvisory Agreement (Diversified Investors Strategic Variable Funds), Investment Subadvisory Agreement (Diversified Investors Variable Funds)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio investment advisory services described herein for the investment and reinvestment of such amount of the Portfolio's assets as is determined from time to time by the Portfolio's Board of Trustees ~~and communicated to the Subadvisor in writing~~ ("Assets"), subject to the control and direction of Diversified and the Diversified Investors Portfolios' Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and Subadviser is prohibited from directly or indirectly consulting with any other Subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the Assets. The Subadvisor 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 shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's then-current Registration Statement on Form N-1A. In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review, supervise and implement the investment program for the Assets; (ii) monitor regularly the relevant securities for the Assets to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the Subadvisor's discretion, the securities to be purchased or sold or exchanged in order to keep the Assets in balance with the designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the Assets; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the Assets; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all Assets on the last day of such month, rates of return, and (c) such other information relating to the Assets as Diversified may reasonably request; (vii) meet at least four times per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the Assets; (viii) provide the Portfolio, as reasonably requested by Diversified, with records concerning the Subadvisor's activities which the Portfolio is required by law to maintain with respect to the Assets; and (ix) render regular reports to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities. ~~Upon written request, the~~ The Subadvisor shall also make recommendations to Diversified as to the manner in which voting rights, rights to consent to corporate ~~actions~~ action and any other rights pertaining to the securities comprising the Assets shall be exercised. Diversified, however, will assume the responsibility for the actual voting of any voting rights. Should the Board of Trustees at any time establish an investment policy with respect to the Assets and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. The Subadvisor shall take, on behalf of the Assets, all actions which it deems necessary to implement the investment policies determined as provided above with respect to the Assets, and in particular to place all orders for the purchase or sale of securities for the Portfolio's account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an agent of to the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. Subject to the primary objective of obtaining the best available prices and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide research and brokerage services to the Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which ~~the Subadvisor~~ Aeltus Investment Management, Inc. is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the Rules of the Securities and Exchange Commission and the ~~NASD. On occasions when Subadvisor deems the purchase or sale~~ National Association of ~~a security to be in the best interest of the Portfolio as well as other clients of Subadvisor~~Securities Dealers, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Inc. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's overall responsibilities with respect to the Portfolio and to other funds and clients for which the Subadvisor exercises investment discretion.

Appears in 3 contracts

Samples: Investment Subadvisory Agreement (Diversified Investors Strategic Variable Funds), Investment Subadvisory Agreement (Diversified Investors Funds Group I), Investment Subadvisory Agreement (Diversified Investors Variable Funds)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio investment advisory services described herein for the investment and reinvestment of such amount of the Portfolio's assets as is determined from time to time by the Portfolio's Board of Trustees ~~and communicated to the Subadvisor in writing~~ ("Assets"), subject to the control and direction of Diversified and the Diversified Investors Portfolios' Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and Subadviser is prohibited from directly or indirectly consulting with any other Subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the ~~Assets~~Portfolio's assets. The Subadvisor 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~~ assets of the Portfolio shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's then-current Registration Statement on Form N-1A. In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review, supervise and implement the investment program ~~for~~ of the ~~Assets~~Portfolio; (ii) monitor regularly the relevant securities for the ~~Assets~~ Portfolio to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the ~~Subadvisor~~Subadvisors's discretion, the securities to be purchased or sold or exchanged in order to keep the ~~Assets~~ Portfolio in balance with ~~the~~ its designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the ~~Assets~~Portfolio's securities; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the ~~Assets~~Portfolio; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all ~~Assets~~ assets of the Portfolio on the last day of such month, rates of return, and (c) such other information relating to the ~~Assets~~ Portfolio as Diversified may reasonably request; (vii) meet at least four times per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the ~~Assets~~Portfolio; (viii) provide the ~~Portfolio, as reasonably requested by Diversified,~~ Portfolio with records concerning the Subadvisor's activities which the Portfolio is required by law to ~~maintain with respect to the Assets~~maintain; and (ix) render regular reports to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities. ~~Upon written request, the~~ The Subadvisor shall also make recommendations to Diversified as to the manner in which voting rights, rights to consent to corporate ~~actions~~ action and any other rights pertaining to the securities comprising the Assets shall be exercised~~. Diversified~~, ~~however, will assume the responsibility~~ and Subadvisor shall be responsible for ~~the actual voting of any voting rights~~effecting such recommendations. Should the Board of Trustees at any time establish an investment policy with respect to the ~~Assets~~ Portfolio and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. The Subadvisor shall take, on behalf of the ~~Assets~~Portfolio, all actions which it deems necessary to implement the investment policies determined as provided ~~above with respect to the Assets~~above, and in particular to place all orders for the purchase or sale of Portfolio securities for the Portfolio's account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an the agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. Subject to the primary objective of obtaining the best available prices and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide research and brokerage services to the Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which ~~the Subadvisor~~ Black Rock Advisors, Inc. is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the Rules of the Securities and Exchange Commission and the ~~NASD. On occasions when Subadvisor deems the purchase or sale~~ National Association of ~~a security to be in the best interest of the Portfolio as well as other clients of Subadvisor~~Securities Dealers, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Inc. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's overall responsibilities with respect to the Portfolio and to other funds and clients for which the Subadvisor exercises investment discretion.

Appears in 3 contracts

Samples: Investment Subadvisory Agreement (Diversified Investors Strategic Variable Funds), Investment Subadvisory Agreement (Diversified Investors Variable Funds), Investment Subadvisory Agreement (Diversified Investors Funds Group I)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio ~~investment advisory~~ management services described herein for the investment and reinvestment of such amount of the Portfolio's assets as is determined from time to time by the Portfolio's Board of ~~Trustees and communicated to the Subadvisor in writing ("Assets")~~Trustees, subject to the control and direction of Diversified and the ~~Diversified Investors~~ Portfolios' Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and Subadviser is prohibited from directly or indirectly consulting with any other Subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the ~~Assets~~Portfolio's assets. The Subadvisor 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~~ assets of the Portfolio shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's then-current ~~Registration~~ Prospectus and Statement ~~on Form N-1A.~~ of Additional Information ("SAI"). The Subadvisor will not supervise the investment of cash. Cash in the Fund will be invested by Diversified who shall be solely responsible for the investment of such cash. In particular, the Subadvisor shall~~, without limiting the foregoing~~: (i) continuously review, supervise and ~~implement~~ administer the investment program ~~for~~ of the ~~Assets~~Portfolio; (ii) monitor regularly the relevant securities for the ~~Assets~~ Portfolio to determine if adjustments are warranted and, if so, to make such ~~adjustments~~adjustments on a periodic basis; (iii) determine, in the ~~Subadvisor~~Subadvisors's discretion, the securities to be purchased or sold or exchanged in order to keep the ~~Assets~~ Portfolio in balance with ~~the~~ its designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the ~~Assets~~Portfolio's securities; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the ~~Assets~~Portfolio; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all ~~Assets~~ assets of the Portfolio on the last day of such month, rates of return, and (c) such other information relating to the ~~Assets~~ Portfolio as Diversified may ~~reasonably~~ request; (vii) meet at least four times per year with Diversified and with such other persons as ~~may~~ my be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the ~~Assets~~Portfolio; (viii) provide the ~~Portfolio, as reasonably requested by Diversified,~~ Portfolio with records concerning the Subadvisor's activities which the Portfolio is required by law to ~~maintain with respect to the Assets~~maintain; and (ix) render regular reports to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities. Upon written request, the Subadvisor shall also make recommendations to Diversified as to the manner in which voting rights, rights to consent to corporate actions and any other rights pertaining to the securities comprising the Assets shall be exercised. Diversified, however, will assume the responsibility for the actual voting of any voting rights. Should the Board of Trustees at any time establish an investment policy with respect to the Assets and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. The Subadvisor shall take, on behalf of the ~~Assets~~Portfolio, all actions which it deems necessary to implement the investment policies determined as provided ~~above with respect to the Assets~~above, and in particular to place all orders for the purchase or sale of Portfolio securities for the Portfolio's account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an the agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. ~~Subject to~~ In connection with the ~~primary objective~~ selection of ~~obtaining the best available prices~~ such brokers or dealers and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide research and brokerage services to the Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which the Subadvisor is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such ~~orders~~ orders, the Subadvisor is direct to seek for the Portfolio, in ~~compliance with the Rules of the Securities and Exchange Commission and the NASD. On occasions when Subadvisor deems the purchase or sale of a security to be~~ its best judgment, prompt execution in the best interest of the Portfolio as well as other clients of Subadvisor, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain an effective manner at the most favorable ~~price or lower brokerage commissions and efficient execution~~price. ~~In such event, allocation~~ Subject to this requirement of ~~the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be~~ seeking the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as favorable price, securities may be ~~adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker~~ bought from or ~~dealer an amount of commission for effecting a securities transaction~~ sold to broker-dealers that charge commissions in excess of the amount of commission another ~~member of an exchange, broker or~~ broker-dealer would have charged ~~for effecting that transaction, in such instances where~~ as long as the Subadvisor ~~has determined~~ determines in good faith that such amount of commission ~~was~~ is reasonable in relation to the value of ~~the brokerage~~ statistical, research and ~~research~~ other information or services provided by such ~~member, broker or dealer, viewed in terms of either that particular transaction~~ broker-dealer to the Subadvisor or the ~~Subadvisor's overall responsibilities with respect~~ Portfolio, subject to ~~the Portfolio~~ any applicable laws, rules and ~~to other funds and clients for which the Subadvisor exercises investment discretion~~regulations.

Appears in 3 contracts

Samples: Investment Subadvisory Agreement (Diversified Investors Variable Funds), Investment Subadvisory Agreement (Diversified Investors Strategic Variable Funds), Investment Subadvisory Agreement (Diversified Investors Funds Group Ii)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio ~~investment advisory~~ management services described herein for the investment and reinvestment of such amount of the Portfolio's assets as is determined from time to time by the Portfolio's Board of ~~Trustees and communicated to the Subadvisor in writing ("Assets")~~Trustees, subject to the control and direction of Diversified and the ~~Diversified Investors Portfolios'~~ Portfolio's Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and Subadviser is prohibited from directly or indirectly consulting with any other Subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the ~~Assets~~Portfolio's assets. The Subadvisor 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~~ assets of the Portfolio shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's then-current ~~Registration~~ Prospectus and Statement ~~on Form N-1A.~~ of Additional Information ("SAI"). The Subadvisor will not supervise the investment of cash. Cash in the Fund will be invested by Diversified who shall be solely responsible for the investment of such cash. In particular, the Subadvisor shall~~, without limiting the foregoing~~: (i) continuously review, supervise and ~~implement~~ administer the investment program ~~for~~ of the ~~Assets~~Portfolio; (ii) monitor regularly the relevant securities for the ~~Assets~~ Portfolio to determine if adjustments are warranted and, if so, to make such ~~adjustments~~adjustments on a periodic basis; (iii) determine, in the ~~Subadvisor~~Subadvisors's discretion, the securities to be purchased or sold or exchanged in order to keep the ~~Assets~~ Portfolio in balance with ~~the~~ its designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the ~~Assets~~Portfolio's securities; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the ~~Assets~~Portfolio; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all ~~Assets~~ assets of the Portfolio on the last day of such month, rates of return, and (c) such other information relating to the ~~Assets~~ Portfolio as Diversified may ~~reasonably~~ request; (vii) meet at least four times per year with Diversified and with such other persons as ~~may~~ my be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the ~~Assets~~Portfolio; (viii) provide the ~~Portfolio, as reasonably requested by Diversified,~~ Portfolio with records concerning the Subadvisor's activities which the Portfolio is required by law to ~~maintain with respect to the Assets~~maintain; and (ix) render regular reports to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities. Upon written request, the Subadvisor shall also make recommendations to Diversified as to the manner in which voting rights, rights to consent to corporate actions and any other rights pertaining to the securities comprising the Assets shall be exercised. Diversified, however, will assume the responsibility for the actual voting of any voting rights. Should the Board of Trustees at any time establish an investment policy with respect to the Assets and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. The Subadvisor shall take, on behalf of the ~~Assets~~Portfolio, all actions which it deems necessary to implement the investment policies determined as provided ~~above with respect to the Assets~~above, and in particular to place all orders for the purchase or sale of Portfolio securities for the Portfolio's account with brokers or ~~dealers~~ dealer selected by it, and to that end the Subadvisor is authorized as an the agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. ~~Subject to~~ In connection with the ~~primary objective~~ selection of ~~obtaining the best available prices~~ such brokers or dealers and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide research and brokerage services to the Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which the Subadvisor is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such ~~orders~~ orders, the Subadvisor is directed to seek for the Portfolio, in ~~compliance with the Rules of the Securities and Exchange Commission and the NASD. On occasions when Subadvisor deems the purchase or sale of a security to be~~ its best judgment, prompt execution in the best interest of the Portfolio as well as other clients of Subadvisor, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain an effective manner at the most favorable ~~price or lower brokerage commissions and efficient execution~~price. ~~In such event, allocation~~ Subject to this requirement of ~~the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be~~ seeking the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as favorable price, securities may be ~~adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker~~ bought from or ~~dealer an amount of commission for effecting a securities transaction~~ sold to broker-dealers that charge commissions in excess of the amount of commission another ~~member of an exchange, broker or~~ broker-dealer would have charged ~~for effecting that transaction, in such instances where~~ as long as the Subadvisor ~~has determined~~ determines in good faith that such amount of commission ~~was~~ is reasonable in relation to the value of ~~the brokerage~~ statistical research and ~~research~~ other information or services provided by such ~~member, broker or dealer, viewed in terms of either that particular transaction~~ broker-dealer to the Subadvisor or the ~~Subadvisor's overall responsibilities with respect~~ Portfolio, subject to ~~the Portfolio~~ any applicable laws, rules and ~~to other funds and clients for which the Subadvisor exercises investment discretion~~regulations.

Appears in 3 contracts

Samples: Investment Subadvisory Agreement (Diversified Investors Variable Funds), Investment Subadvisory Agreement (Diversified Investors Funds Group Ii), Investment Subadvisory Agreement (Diversified Investors Strategic Variable Funds)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio investment advisory services described herein for the investment and reinvestment of such amount of the Portfolio's assets as is determined from time to time by the Portfolio's Board of Trustees ~~and communicated to the Subadvisor in writing~~ ("Assets"), subject to the control and direction of Diversified and the Diversified Investors Portfolios' Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and Subadviser is prohibited from directly or indirectly consulting with any other Subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the Assets. The Subadvisor 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 shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's then-current Registration Statement on Form N-1A. In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review, supervise and implement the investment program for the Assets; (ii) monitor regularly the relevant securities for the Assets to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the Subadvisor's discretion, the securities to be purchased or sold or exchanged in order to keep the Assets in balance with the designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the Assets; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the Assets; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all Assets on the last day of such month, rates of return, and (c) such other information relating to the Assets as Diversified may reasonably request; (vii) meet at least four times per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the Assets; (viii) provide the Portfolio, as reasonably requested by Diversified, with records concerning the Subadvisor's activities which the Portfolio is required by law to maintain with respect to the Assets; and (ix) render regular reports to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities. ~~Upon written request, the~~ The Subadvisor shall also make recommendations to Diversified as to the manner in which voting rights, rights to consent to corporate ~~actions~~ action and any other rights pertaining to the securities comprising the Assets shall be exercised~~. Diversified~~, ~~however,~~ and the Subadvisor will assume the responsibility for the actual voting of any ~~voting~~ such rights. Should the Board of Trustees at any time establish an investment policy with respect to the Assets and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. The Subadvisor shall take, on behalf of the Assets, all actions which it deems necessary to implement the investment policies determined as provided above with respect to the Assets, and in particular to place all orders for the purchase or sale of securities for the Portfolio's account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. Subject to the primary objective of obtaining the best available prices and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide research and brokerage services to the Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which ~~the Subadvisor~~ Wellington Management Company, LLP is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the Rules of the Securities and Exchange Commission and the ~~NASD. On occasions when Subadvisor deems the purchase or sale~~ National Association of ~~a security to be in the best interest of the Portfolio as well as other clients of Subadvisor~~Securities Dealers, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Inc. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's overall responsibilities with respect to the Portfolio and to other funds and clients for which the Subadvisor exercises investment discretion.

Appears in 3 contracts

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio investment advisory services described herein for the investment and reinvestment of such amount of the Portfolio's assets as is determined from time to time by the Portfolio's Board of Trustees ~~and communicated to the Subadvisor in writing~~ ("Assets"), subject to the ~~control and direction~~ supervision of Diversified and the Diversified Investors Portfolios' Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and Subadviser is prohibited from directly or indirectly consulting with any other Subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the Assets. The Subadvisor shall furnish continuously an investment program and shall determine from time to time in its discretion what securities shall be purchased, sold or exchanged and what portion of the Assets of the Portfolio shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's then-current Registration Statement on Form ~~N-1A.~~ N-1A, provided that a copy thereof shall have been provided to Subadvisor by Diversified. In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review, supervise and implement the investment program for the Assets; (ii) monitor regularly the ~~relevant~~ securities ~~for~~ comprising the Assets to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the Subadvisor's discretion, the securities to be purchased or sold or exchanged in order to keep the Assets in balance with ~~the~~ its designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the Assets; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the Assets; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all Assets on the last day of such month, (c) rates of ~~return~~return for the Assets, and (cd) such other information relating to the Assets as Diversified may reasonably request; (vii) meet at least four times per year with ~~Diversified~~ Diversified, and with such other persons as may be ~~designated~~ designated, on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the Assets; (viii) provide the Portfolio, as reasonably requested by Diversified, with records concerning the Subadvisor's activities which the Portfolio is required by law to maintain with respect to the Assets; and (ix) render regular reports to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities. ~~Upon written request, the~~ The Subadvisor shall also make recommendations to Diversified as to the manner in which voting rights, rights to consent to corporate ~~actions~~ action and any other rights pertaining to the securities comprising the Assets shall be exercised~~. Diversified~~, ~~however, will assume the responsibility~~ and Subadvisor shall be responsible for ~~the actual voting of any voting rights~~effecting such recommendations. Should the Board of Trustees of the Portfolio at any time establish an investment policy with respect to the Assets and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. The Subadvisor shall take, on behalf of the Assets, all actions which it deems necessary to implement the investment policies determined as provided above with respect to the Assets, and in particular to place all orders for the purchase or sale of Portfolio securities for the Portfolio's account with brokers or dealers selected by itit (including broker/dealers affiliated with the Subadvisor), and to that end the Subadvisor is authorized as an the agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. Subject to the primary objective of obtaining the best available prices and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide research and brokerage services to the Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory ~~services and may place such orders with broker/dealers who sell shares~~ services. If the Portfolio is subject to Section 11(a) of the ~~Portfolio~~ U.S. Securities Exchange Act of 1934, as amended (the "1934 Act"), and Rule 11a2-2(T) thereunder (or ~~who sell shares~~ any similar rule which may be adopted in the future), it is agreed that, unless otherwise instructed by Diversified in writing, broker-dealer associates of Subadvisor may retain commissions in connection with effecting any ~~other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which the Subadvisor is investment advisor shall only receive orders~~ securities transactions for the ~~purchase or sale of portfolio securities to~~ Portfolio provided that such transactions are affected in accordance with the 1940 Act and the rules thereunder. To the extent ~~that~~ applicable, Subadvisor will furnish Diversified with all reports required by law, including the ~~placing of such orders is in compliance with the Rules of the Securities and Exchange Commission~~ 1940 Act and the NASD. On occasions when Subadvisor deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of Subadvisor, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clientsrules thereunder. Notwithstanding the provisions ~~of the previous paragraph~~ above and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the ~~Portfolio~~Portfolio and provided to the Subadvisor, the Subadvisor may pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's overall responsibilities with respect to the Portfolio and to other funds and clients for which the Subadvisor exercises investment discretion. Subadvisor may, but is not obligated to, aggregate purchase or sale orders for the Portfolio Assets with those of other client accounts.

Appears in 3 contracts

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio investment advisory services described herein for the investment and reinvestment of such amount of the Portfolio's assets as is determined from time to time by ~~the Portfolio's Board of Trustees and communicated to the Subadvisor in writing ("Assets")~~Diversified, subject to the control and direction of Diversified and the Diversified Investors Portfolios' Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and Subadviser is prohibited from directly or indirectly consulting with any other Subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the ~~Assets~~Portfolio's assets. The Subadvisor 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~~ assets of the Portfolio shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's ~~then-current~~ thencurrent Registration Statement on Form N-1A. In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review, supervise and implement the investment program ~~for~~ of the ~~Assets~~Portfolio; (ii) monitor regularly the relevant securities for the ~~Assets~~ Portfolio to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the Subadvisor's discretion, the securities to be purchased or sold or exchanged in order to keep the ~~Assets~~ Portfolio in balance with ~~the~~ its designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the ~~Assets~~Portfolio's securities; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the ~~Assets~~Portfolio; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all ~~Assets~~ assets of the Portfolio on the last day of such month, rates of return, and (c) such other information relating to the ~~Assets~~ Portfolio as Diversified may reasonably request; (vii) meet at least four times per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the ~~Assets~~Portfolio; (viii) provide the ~~Portfolio, as reasonably requested by Diversified,~~ Portfolio with records concerning the Subadvisor's activities which the Portfolio is required by law to ~~maintain with respect to the Assets~~maintain; and (ix) render regular reports to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities. ~~Upon written request, the~~ The Subadvisor shall ~~also make recommendations to Diversified as to the manner~~ review all proxy solicitation materials and be responsible for voting all proxies in ~~which voting rights, rights to consent to corporate actions and any other rights pertaining~~ relation to the securities ~~comprising~~ held in the ~~Assets~~ Portfolio. Diversified shall ~~be exercised~~direct the Portfolio's custodian to forward all proxies and similar materials relating to the Portfolio's securities upon receipt to the Subadvisor c/o The Proxy Department at Sanford C. Bernstein & Co., Inc., Gateway Building, One North Lexinxxxx Xxxxxx, Xxxxx Xlains, New York 10601, affording xxx Xxxxxxxxxx xxxxxxxxxx xxxx xx xxxxx xx xxxxxxxxx xxw to vote such proxies. ~~Diversified, however, will assume~~ The Subadvisor shall provide the ~~responsibility for~~ Portfolio with Quarterly reports of all proxies voted by the ~~actual voting of any voting rights~~Subadvisor. Should the Board of Trustees at any time ~~establish an~~ make any definite determination as to investment policy with respect to the ~~Assets~~ Portfolio and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. The initial Statement of Investment Policy and Guidelines is attached hereto as Appendix I. The Subadvisor shall take, on behalf of the ~~Assets~~Portfolio, all actions which it deems necessary to implement the investment policies determined as provided ~~above with respect to the Assets~~above, and in particular to place all orders for the purchase or sale of Portfolio securities for the Portfolio's account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an the agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. Subject to the primary objective of obtaining the best available prices and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide ~~research~~ statistical, factual and ~~brokerage~~ financial information and services to the ~~Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934~~Portfolio, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which ~~the Subadvisor~~ Sanford C. Bernstein & Co., Inc. is investment advisor shall only ~~receive orders for the~~ rxxxxxx xxxxxx xxx xxe purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the Rules of the Securities and Exchange Commission and the ~~NASD. On occasions when Subadvisor deems the purchase or sale~~ National Association of ~~a security to be in the best interest of the Portfolio as well as other clients of Subadvisor~~Securities Dealers, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Inc. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's overall responsibilities with respect to the Portfolio and to other funds and ~~clients~~ separate accounts for which the Subadvisor exercises investment discretion. In addition to selecting brokers or dealers to execute transactions for the Portfolio, the Subadvisor may, subject to its duty to seek the best available price and execution, also act as a broker for the Portfolio from time to time at rates not exceeding the usual and customary broker's commission. Under Federal law, the Subadvisor must obtain the Board of Trustees' and Diversified's consent to effect agency cross transactions for the Portfolio, which consent is hereby granted. The Subadvisor represents, warrants and covenants that all agency cross transactions for the Portfolio will be effected by the Subadvisor strictly in accordance with Rule 206(3)2 under the Investment Advisers Act of 1940, as amended. An agency cross transaction is where the Subadvisor purchases or sells securities from or to a nonmanaged account on behalf of a client's managed account. Pursuant to this consent, the Subadvisor will only effect an agency cross transaction for the Portfolio with a nonmanaged account. In an agency cross transaction, the Subadvisor receives commissions from both sides of the trade and there is a potentially conflicting division of loyalties and responsibilities. However, as both sides to the trade want to execute the transaction at the best price without moving the market price in either direction, the Subadvisor believes that an agency cross transaction will aid both sides to the trade in obtaining the best price for the trade. The Board of Trustees or Diversified may revoke this consent by written notice to the Subadvisor at any time.

Appears in 3 contracts

Samples: Investment Subadvisory Agreement (Diversified Investors Funds Group), Investment Subadvisory Agreement (Diversified Investors Strategic Allocation Funds), Investment Subadvisory Agreement (Diversified Investors Strategic Allocation Funds)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio investment advisory services described herein for the investment and reinvestment of ~~such amount of~~ the Portfolio's assets ~~as is determined from time to time by the Portfolio's Board of Trustees and communicated to the Subadvisor in writing~~ ("Assets"), subject to the control and direction of Diversified and the Diversified Investors Portfolios' Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and Subadviser is prohibited from directly or indirectly consulting with any other Subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the Assets. The Subadvisor 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 shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's then-current Registration Statement on Form N-1A. In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review, supervise and implement the investment program for the Assets; (ii) monitor regularly the relevant securities for the Assets to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the Subadvisor's discretion, the securities to be purchased or sold or exchanged in order to keep the Assets in balance with the designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the Assets; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the Assets; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all Assets on the last day of such month, rates of return, and (c) such other information relating to the Assets as Diversified may reasonably request; (vii) meet at least four times per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the Assets; (viii) provide the Portfolio, as reasonably requested by Diversified, with records concerning the Subadvisor's activities which the Portfolio is required by law to maintain with respect to the Assets; and (ix) render regular reports to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities. ~~Upon written request, the~~ The Subadvisor shall also make recommendations to Diversified as to the manner in which voting rights, rights to consent to corporate ~~actions~~ action and any other rights pertaining to the securities comprising the Assets shall be exercised~~. Diversified~~, ~~however,~~ and the Subadvisor will assume the responsibility for the actual voting of ~~any voting~~ such rights. Should the Board of Trustees at any time establish an investment policy with respect to the Assets and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. The Subadvisor shall take, on behalf of the Assets, all actions which it deems necessary to implement the investment policies determined as provided above with respect to the Assets, and in particular to place all orders for the purchase or sale of securities for the Portfolio's account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. Subject to the primary objective of obtaining the best available prices and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide research and brokerage services to the Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which ~~the Subadvisor~~ Delaware Management Business Trust is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the Rules of the Securities and Exchange Commission and the ~~NASD. On occasions when Subadvisor deems the purchase or sale~~ National Association of ~~a security to be in the best interest of the Portfolio as well as other clients of Subadvisor~~Securities Dealers, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Inc. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's overall responsibilities with respect to the Portfolio and to other funds and clients for which the Subadvisor exercises investment discretion.

Appears in 3 contracts

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio investment advisory services described herein for the investment and reinvestment of ~~such amount of~~ the Portfolio's assets ~~as is determined from time to time by the Portfolio's Board of Trustees and communicated to the Subadvisor in writing~~ ("Assets"), subject to the control and direction of Diversified and the Diversified Investors Portfolios' Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and Subadviser is prohibited from directly or indirectly consulting with any other Subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the Assets. The Subadvisor 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 shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's then-current Registration Statement on Form N-1A. In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review, supervise and implement the investment program for the Assets; (ii) monitor regularly the relevant securities for the Assets to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the Subadvisor's discretion, the securities to be purchased or sold or exchanged in order to keep the Assets in balance with the designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the Assets; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the Assets; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all Assets on the last day of such month, rates of return, and (c) such other information relating to the Assets as Diversified may reasonably request; (vii) meet at least four times per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the Assets; (viii) provide the Portfolio, as reasonably requested by Diversified, with records concerning the Subadvisor's activities which the Portfolio is required by law to maintain with respect to the Assets; and (ix) render regular reports to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities. ~~Upon written request, the~~ The Subadvisor shall also make recommendations to Diversified as to the manner in which voting rights, rights to consent to corporate ~~actions~~ action and any other rights pertaining to the securities comprising the Assets shall be exercised~~. Diversified~~, ~~however,~~ and the Subadvisor will assume the responsibility for the actual voting of ~~any voting~~ such rights. Should the Board of Trustees at any time establish an investment policy with respect to the Assets and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. The Subadvisor shall take, on behalf of the Assets, all actions which it deems necessary to implement the investment policies determined as provided above with respect to the Assets, and in particular to place all orders for the purchase or sale of securities for the Portfolio's account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. Subject to the primary objective of obtaining the best available prices and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide research and brokerage services to the Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which ~~the Subadvisor~~ Sterling Capital Management LLC is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the Rules of the Securities and Exchange Commission and the ~~NASD. On occasions when Subadvisor deems the purchase or sale~~ National Association of ~~a security to be in the best interest of the Portfolio as well as other clients of Subadvisor~~Securities Dealers, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Inc. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's overall responsibilities with respect to the Portfolio and to other funds and clients for which the Subadvisor exercises investment discretion.

Appears in 3 contracts

Samples: Investment Subadvisory Agreement (Diversified Investors Funds Group I), Investment Subadvisory Agreement (Diversified Investors Variable Funds), Investment Subadvisory Agreement (Diversified Investors Strategic Variable Funds)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio investment advisory services described herein for the investment and reinvestment of such amount of the Portfolio's assets as is determined from time to time by the Portfolio's Board of Trustees ~~and communicated to the Subadvisor in writing~~ ("Assets"), subject to the control and direction of Diversified and the Diversified Investors Portfolios' Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and Subadviser is prohibited from directly or indirectly consulting with any other Subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the ~~Assets~~Portfolio's assets. The Subadvisor 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~~ assets of the Portfolio shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's then-current Registration Statement on Form N-1A. In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review, supervise and implement the investment program ~~for~~ of the ~~Assets~~Portfolio; (ii) monitor regularly the relevant securities for the ~~Assets~~ Portfolio to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the ~~Subadvisor~~Subadvisors's discretion, the securities to be purchased or sold or exchanged in order to keep the ~~Assets~~ Portfolio in balance with ~~the~~ its designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the ~~Assets~~Portfolio's securities; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the ~~Assets~~Portfolio; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all ~~Assets~~ assets of the Portfolio on the last day of such month, rates of return, and (c) such other information relating to the ~~Assets~~ Portfolio as Diversified may reasonably request; (vii) meet at least four times per year with Diversified and with such other persons as ~~may~~ my be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the ~~Assets~~Portfolio; (viii) provide the ~~Portfolio, as reasonably requested by Diversified,~~ Portfolio with records concerning the Subadvisor's activities which the Portfolio is required by law to ~~maintain with respect to the Assets~~maintain; and (ix) render regular reports to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities. ~~Upon written request, the~~ The Subadvisor shall ~~also make recommendations to Diversified as to~~ exercise the ~~manner in which~~ Portfolio's voting rights, rights to consent to corporate actions and any other rights pertaining to the Portfolio's securities ~~comprising the Assets~~ in accordance with its policy, a copy of which shall be ~~exercised.~~ provided to Diversified~~, however, will assume the responsibility for the actual voting of any voting rights~~. Should the Board of Trustees at any time establish an investment policy with respect to the ~~Assets~~ Portfolio and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. The Subadvisor shall take, on behalf of the ~~Assets~~Portfolio, all actions which it deems necessary to implement the investment policies determined as provided ~~above with respect to the Assets~~above, and in particular to place all orders for the purchase or sale of Portfolio securities for the Portfolio's account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an the agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. Subject to the primary objective of obtaining the best available prices and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide research and brokerage services to the Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides ~~investment~~ Investment advisory services. Broker/dealers who sell shares of the funds of which ~~the Subadvisor~~ INVESCO, Inc. is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the Rules of the Securities and Exchange Commission and the ~~NASD. On occasions when Subadvisor deems the purchase or sale~~ National Association of ~~a security to be in the best interest of the Portfolio as well as other clients of Subadvisor~~Securities Dealers, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Inc. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's overall responsibilities with respect to the Portfolio and to other funds and clients for which the Subadvisor exercises investment discretion.

Appears in 3 contracts

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio investment advisory services described herein for the investment and reinvestment of such amount of the Portfolio's assets as is determined from time to time by the Portfolio's Board of Trustees and communicated to the Subadvisor in writing ("Assets"), subject to the control and direction of Diversified and the Diversified Investors Portfolios' Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and ~~Subadviser~~ Subadvisor is prohibited from directly or indirectly consulting with any other ~~Subadviser~~ subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the Assets. The Subadvisor 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 shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's then-current Registration Statement on Form N-1A. In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review, supervise and implement the investment program for the Assets; (ii) monitor regularly the relevant securities for the Assets to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the Subadvisor's discretion, the securities to be purchased or sold or exchanged in order to keep the Assets in balance with the designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the Assets; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the Assets; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all Assets on the last day of such month, rates of return, and (c) such other information relating to the Assets as Diversified may reasonably request; (vii) meet at least four times per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the Assets; (viii) provide the Portfolio, as reasonably requested by Diversified, with records concerning the Subadvisor's activities which the Portfolio is required by law to maintain with respect to the Assets; and (ix) render regular reports to the Portfolio's officers and ~~Directors~~ Trustees concerning the Subadvisor's discharge of the foregoing responsibilities. Upon ~~written~~ request, the Subadvisor shall also make recommendations to Diversified as to the manner in which voting rights, rights to consent to corporate actions and any other rights pertaining to the securities comprising the Assets shall be exercised. Diversified, however, will assume the responsibility for the actual voting of any voting rights. Upon request, the Subadvisor shall provide assistance regarding the fair value of securities held by the Portfolio for which market quotations are not readily available, which assistance may include participation of appropriate representatives at pricing committee meetings. Should the Board of Trustees at any time establish an investment policy with respect to the Assets and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. The Subadvisor shall take, on behalf of the Assets, all actions which it deems necessary to implement the investment policies determined as provided above with respect to the Assets, and in particular to place all orders for the purchase or sale of securities for the Portfolio's account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. Subject to the primary objective of obtaining the best available prices and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide research and brokerage services to the Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which the Subadvisor is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the Rules of the Securities and Exchange Commission (the "SEC") and the NASD. On occasions when Subadvisor deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of Subadvisor, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's overall responsibilities with respect to the Portfolio and to other funds and clients for which the Subadvisor exercises investment discretion.

Appears in 2 contracts

Samples: Investment Subadvisory Agreement (Diversified Investors Variable Funds), Investment Subadvisory Agreement (Diversified Investors Portfolios)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "“Advisory Agreement"”), Diversified hereby appoints the Subadvisor to perform the portfolio investment advisory services described herein for the investment and reinvestment of such amount of the Portfolio's ’s assets as is determined from time to time by the Portfolio's ’s Board of Trustees and communicated to the Subadvisor in writing ("“Assets"”), subject to the control and direction of Diversified and the Diversified Investors Portfolios' ’ Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's ’s responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and ~~Subadviser~~ Subadvisor is prohibited from directly or indirectly consulting with any other ~~Subadviser~~ subadviser for a portion of the Portfolio's ’s assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the Assets. The Subadvisor 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 shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's ’s then-current Registration Statement on Form N-1A. In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review, supervise and implement the investment program for the Assets; (ii) monitor regularly the relevant securities for the Assets to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the Subadvisor's ’s discretion, the securities to be purchased or sold or exchanged in order to keep the Assets in balance with the designated investment strategy; (iv) determine, in the Subadvisor's ’s discretion, whether to exercise warrants or other rights with respect to the Assets; (v) determine, in the Subadvisor's ’s discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the Assets; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all Assets on the last day of such month, rates of return, and (c) such other information relating to the Assets as Diversified may reasonably request; (vii) meet at least four times per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the Assets; (viii) provide the Portfolio, as reasonably requested by Diversified, with records concerning the Subadvisor's ’s activities which the Portfolio is required by law to maintain with respect to the Assets; and (ix) render regular reports to the Portfolio's ’s officers and ~~Directors~~ Trustees concerning the Subadvisor's ’s discharge of the foregoing responsibilities. Upon ~~written~~ request, the Subadvisor shall also make recommendations to Diversified as to the manner in which voting rights, rights to consent to corporate actions and any other rights pertaining to the securities comprising the Assets shall be exercised. Diversified, however, will assume the responsibility for the actual voting of any voting rights. Upon request, the Subadvisor shall provide assistance regarding the fair value of securities held by the Portfolio for which market quotations are not readily available, which assistance may include participation of appropriate representatives at pricing committee meetings. Should the Board of Trustees at any time establish an investment policy with respect to the Assets and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. The Subadvisor shall take, on behalf of the Assets, all actions which it deems necessary to implement the investment policies determined as provided above with respect to the Assets, and in particular to place all orders for the purchase or sale of securities for the Portfolio's ’s account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. Subject to the primary objective of obtaining the best available prices and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide research and brokerage services to the Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which the Subadvisor is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the Rules of the Securities and Exchange Commission (the “SEC”) and the NASD. On occasions when Subadvisor deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of Subadvisor, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's ’s overall responsibilities with respect to the Portfolio and to other funds and clients for which the Subadvisor exercises investment discretion.

Appears in 2 contracts

Samples: Investment Subadvisory Agreement (Diversified Investors Portfolios), Investment Subadvisory Agreement (Diversified Investors Portfolios)

Duties of the Subadvisor. In accordance with ~~and subject to~~ the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the discretionary portfolio investment advisory services described herein for the investment and reinvestment of such amount of the Portfolio's assets ~~as is determined from time to time by the Portfolio's Board of Trustees and communicated to the Subadvisor in writing~~ ("Assets"), subject to the control and direction of Diversified and the Diversified Investors Portfolios' Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and Subadviser is prohibited from directly or indirectly consulting with any other Subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the Assets. The Subadvisor 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 shall be held uninvested~~exchanged, subject always to the provisions of the 1940 Act and to the Portfolio's then-current Registration Statement on Form N-1A. In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review, supervise and implement the investment program for the Assets; (ii) monitor regularly the relevant securities for the Assets to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the Subadvisor's discretion, the securities to be purchased or sold or exchanged in order to keep the Assets in balance with the designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the Assets; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the Assets; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all Assets on the last day of such month, rates of return, and (c) such other information relating to the Assets as Diversified may reasonably request; (~~vii~~vi) meet at least four times per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the Assets; (~~viii~~vii) provide the Portfolio, as reasonably requested by Diversified, with records concerning the Subadvisor's activities which the Portfolio is required by law to maintain with respect to the Assets; and (ixviii) render regular reports to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities. ~~Upon written request,~~ Subadvisor will send Diversified an inventory of the ~~Subadvisor shall~~ investments of the Portfolio as soon as reasonably possible after the end of each monthly or quarterly period. This report will also ~~make recommendations to Diversified as to~~ contain investment results. The calculation of investment results will commence on the ~~manner~~ earlier of (a) the last business day of the month following the month in which ~~voting rights, rights to consent to corporate actions and any other rights pertaining to~~ the ~~securities comprising~~ funds are received or (b) the last business day of the month in which the Assets ~~shall~~ have been structured by Subadvisor in accordance with Diversified's investment guidelines and objectives. Copies of confirmations of transactions executed will be ~~exercised~~sent promptly to Diversified's custodian. ~~Diversified, however, will~~ Subadvisor does not assume ~~the~~ responsibility for the ~~actual voting~~ accuracy of information furnished by Diversified or any ~~voting rights~~other party. Should the Board of Trustees at any time establish an investment policy with respect to the Assets and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. The Subadvisor shall take, on behalf of the Assets, all actions which it deems necessary to implement the investment policies determined as provided above with respect to the Assets, and in particular to place all orders for the purchase or sale of securities for the Portfolio's account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. Subject to the primary objective of obtaining the best available prices and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide research and brokerage services to the Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which ~~the Subadvisor~~ LSV Asset Management is investment advisor (but not a Subadvisor) shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the Rules of the Securities and Exchange Commission and the ~~NASD. On occasions when Subadvisor deems the purchase or sale~~ National Association of ~~a security to be in the best interest of the Portfolio as well as other clients of Subadvisor~~Securities Dealers, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Inc. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's overall responsibilities with respect to the Portfolio and to other funds and clients for which the Subadvisor exercises investment discretion. Diversified authorizes Subadvisor to combine orders for the Portfolio with orders for other clients of Subadvisor. Under this procedure, purchases or sales of a particular security for the Portfolio may be combined with purchases or sales of the same security for other clients on the same day. In such cases, the price shown on the confirmation of the Portfolio's purchase or sale will be the average execution price on all of the purchases and sales so aggregated that day.

Appears in 2 contracts

Samples: Investment Subadvisory Agreement (Diversified Investors Funds Group Ii), Investment Subadvisory Agreement (Diversified Investors Funds Group I)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio investment advisory services described herein for the investment and reinvestment of such amount of the Portfolio's assets as is determined from time to time by the Portfolio's Board of Trustees ~~and communicated to the Subadvisor in writing~~ ("Assets"), subject to the control and direction of Diversified and the Diversified Investors Portfolios' Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and Subadviser is prohibited from directly or indirectly consulting with any other ~~Subadviser~~ subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the Assets. The Subadvisor 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 shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's then-current Registration Statement on Form N-1A. In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review, supervise and implement the investment program for the Assets; (ii) monitor regularly the relevant securities for the Assets to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the Subadvisor's discretion, the securities to be purchased or sold or exchanged in order to keep the Assets in balance with the designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the Assets; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the Assets; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all Assets on the last day of such month, rates of return, and (c) such other information relating to the Assets as Diversified may reasonably request; (vii) meet at least four times per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the Assets; (viii) provide the Portfolio, as reasonably requested by Diversified, with records concerning the Subadvisor's activities which the Portfolio is required by law to maintain with respect to the Assets; and (ix) render regular reports to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities. Upon written request, the Subadvisor shall also make recommendations to Diversified as to the manner in which voting rights, rights to consent to corporate actions and any other rights pertaining to the securities comprising the Assets shall be exercised. Diversified, however, will assume the responsibility for the actual voting of any voting rights. Should the Board of Trustees at any time establish an investment policy with respect to the Assets and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. The Subadvisor shall take, on behalf of the Assets, all actions which it deems necessary to implement the investment policies determined as provided above with respect to the Assets, and in particular to place all orders for the purchase or sale of securities for the Portfolio's account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. Subject to the primary objective of obtaining the best available prices and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide research and brokerage services to the Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which the Subadvisor is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the Rules of the Securities and Exchange Commission and the NASD. On occasions when Subadvisor deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of Subadvisor, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's overall responsibilities with respect to the Portfolio and to other funds and clients for which the Subadvisor exercises investment discretion.;

Appears in 2 contracts

Samples: Investment Sub Advisory Agreement (Diversified Investors Portfolios), Investment Advisory Agreement (Diversified Investors Funds Group I)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio investment advisory services described herein for the investment and reinvestment of such amount of the Portfolio's assets as is determined from time to time by the Portfolio's Board of ~~Trustees and communicated to the Subadvisor in writing ("Assets")~~Trustees, subject to the control and direction of Diversified and the Diversified Investors Portfolios' Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and Subadviser is prohibited from directly or indirectly consulting with any other Subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the ~~Assets~~Portfolio's assets. The Subadvisor 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~~ assets of the Portfolio shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's then-current Registration Statement on Form N-1A. In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review, supervise and implement the investment program ~~for~~ of the ~~Assets~~Portfolio; (ii) monitor regularly the relevant securities for the ~~Assets~~ Portfolio to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the Subadvisor's discretion, the securities to be purchased or sold or exchanged in order to keep the ~~Assets~~ Portfolio in balance with ~~the~~ its designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the ~~Assets~~Portfolio's securities; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the ~~Assets~~Portfolio; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all ~~Assets~~ assets of the Portfolio on the last day of such month, rates of return, and (c) such other information relating to the ~~Assets~~ Portfolio as Diversified may reasonably request; (vii) meet at least four times per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the ~~Assets~~Portfolio; (viii) provide the ~~Portfolio, as reasonably requested by Diversified,~~ Portfolio with records concerning the Subadvisor's activities which the Portfolio is required by law to ~~maintain with respect to the Assets~~maintain; and (ix) render regular reports to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities. ~~Upon written request, the~~ The Subadvisor shall also make recommendations to Diversified as to the manner in which voting rights, rights to consent to corporate ~~actions~~ action and any other rights pertaining to the Portfolio's securities ~~comprising the Assets~~ shall be exercised~~. Diversified, however, will assume the responsibility for the actual voting of any voting rights~~. Should the Board of Trustees at any time ~~establish an~~ make any definite determination as to investment policy with respect to the ~~Assets~~ Portfolio and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. The initial Statement of Investment Policy and Guidelines is attached hereto as Appendix I. The Subadvisor shall take, on behalf of the ~~Assets~~Portfolio, all actions which it deems necessary to implement the investment policies determined as provided ~~above with respect to the Assets~~above, and in particular to place all orders for the purchase or sale of Portfolio securities for the Portfolio's account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an the agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. Subject to the primary objective of obtaining the best available prices and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide ~~research~~ statistical, factual and ~~brokerage~~ financial information and services to the ~~Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934~~Portfolio, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which ~~the Subadvisor~~ RS is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the Rules of the Securities and Exchange Commission and the ~~NASD. On occasions when Subadvisor deems~~ National Association of Securities Dealers, Inc. Diversified understands and agrees that Subadvisor's brokerage practices shall be consistent with the ~~purchase or sale of a security to be~~ disclosure in ~~the best interest of the Portfolio as well as other clients~~ Schedule F of Subadvisor, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold's Form ADV, as ~~well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers~~ amended from time to ~~be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients~~time. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's overall responsibilities with respect to the Portfolio and to other funds and ~~clients~~ separate accounts for which the Subadvisor exercises investment discretion.

Appears in 2 contracts

Samples: Investment Subadvisory Agreement (Diversified Investors Variable Funds), Investment Subadvisory Agreement (Diversified Investors Portfolios)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio investment advisory services described herein for the investment and reinvestment of such amount of the Portfolio's assets as is determined from time to time by the Portfolio's Board of Trustees ~~and communicated to the Subadvisor in writing~~ ("Assets"), subject to the control and direction of Diversified and the Diversified Investors Portfolios' Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and Subadviser is prohibited from directly or indirectly consulting with any other Subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the Assets. The Subadvisor 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 shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's then-current Registration Statement on Form N-1A. In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review, supervise and implement the investment program for the Assets; (ii) monitor regularly the relevant securities for the Assets to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the Subadvisor's discretion, the securities to be purchased or sold or exchanged in order to keep the Assets in balance with the designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the Assets; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the Assets; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all Assets on the last day of such month, rates of return, and (c) such other information relating to the Assets as Diversified may reasonably request; (vii) meet at least ~~four times~~ once per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the Assets; (viii) provide the Portfolio, as reasonably requested by Diversified, with records concerning the Subadvisor's activities which the Portfolio is required by law to maintain with respect to the Assets; and (ix) render regular reports to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities. ~~Upon written request, the~~ The Subadvisor shall also make recommendations to Diversified as to the manner in which voting rights, rights to consent to corporate actions and any other rights pertaining to the securities comprising the Assets shall be exercised. Diversified, however, will assume the responsibility for ~~the actual~~ proxy voting ~~of any voting rights~~in accordance with its Proxy Voting Guidelines for US Securities. Should the Board of Trustees at any time establish an investment policy with respect to the Assets and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. The Subadvisor shall take, on behalf of the Assets, all actions which it deems necessary to implement the investment policies determined as provided above with respect to the Assets, and in particular to place all orders for the purchase or sale of securities for the Portfolio's account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. Subject to the primary objective of obtaining the best available prices and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide research and brokerage services to the Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which ~~the Subadvisor~~ Seneca Capital Management, LLC is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the Rules of the Securities and Exchange Commission and the ~~NASD.~~ National Association of Securities Dealers, Inc. On occasions when Subadvisor deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of Subadvisor, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's overall responsibilities with respect to the Portfolio and to other funds and clients for which the Subadvisor exercises investment discretion.

Appears in 2 contracts

Samples: Investment Subadvisory Agreement (Diversified Investors Variable Funds), Investment Subadvisory Agreement (Diversified Investors Portfolios)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "“Advisory Agreement"”), Diversified hereby appoints the Subadvisor to perform the portfolio investment advisory services described herein for the investment and reinvestment of such amount of the Portfolio's ’s assets as is determined from time to time by the Portfolio's ’s Board of Trustees and communicated to the Subadvisor in writing ("“Assets"”), subject to the control and direction of Diversified and the Diversified Investors Portfolios' ’ Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's ’s responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and ~~Subadviser~~ Subadvisor is prohibited from directly or indirectly consulting with any other ~~Subadviser~~ subadviser for a portion of the Portfolio's ’s assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the Assets. The Subadvisor 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 shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's ’s then-current Registration Statement on Form N-1A. In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review, supervise and implement the investment program for the Assets; (ii) monitor regularly the relevant securities for the Assets to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the Subadvisor's ’s discretion, the securities to be purchased or sold or exchanged in order to keep the Assets in balance with the designated investment strategy; (iv) determine, in the Subadvisor's ’s discretion, whether to exercise warrants or other rights with respect to the Assets; (v) determine, in the Subadvisor's ’s discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the Assets; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all Assets on the last day of such month, rates of return, and (c) such other information relating to the Assets as Diversified may reasonably request; (vii) meet at least four times per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the Assets; (viii) provide the Portfolio, as reasonably requested by Diversified, with records concerning the Subadvisor's ’s activities which the Portfolio is required by law to maintain with respect to the Assets; and (ix) render regular reports to the Portfolio's ’s officers and ~~Directors~~ Trustees concerning the Subadvisor's ’s discharge of the foregoing responsibilities. Upon ~~written~~ request, the Subadvisor shall also make recommendations to Diversified as to the manner in which voting rights, rights to consent to corporate actions and any other rights pertaining to the securities comprising the Assets shall be exercised. Diversified, however, will assume the responsibility for the actual voting of any voting rights. Subadvisor shall not be responsible for reviewing or filing class action notices on behalf of the Portfolio. Upon request, the Subadvisor shall provide assistance regarding the fair value of securities held by the Portfolio for which market quotations are not readily available, which assistance may include written recommendations of fair valuation for specific securities sent to Diversified or other reasonable assistance. Should the Board of Trustees at any time establish an investment policy with respect to the Assets and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. The Subadvisor shall take, on behalf of the Assets, all actions which it deems necessary to implement the investment policies determined as provided above with respect to the Assets, and in particular to place all orders for the purchase or sale of securities for the Portfolio's ’s account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. Subject to the primary objective of obtaining the best available prices and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide research and brokerage services to the Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which the Subadvisor is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the Rules of the Securities and Exchange Commission (the “SEC”) and the NASD. On occasions when Subadvisor deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of Subadvisor, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's ’s overall responsibilities with respect to the Portfolio and to other funds and clients for which the Subadvisor exercises investment discretion.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Diversified Investors Portfolios)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio investment advisory services described herein for the investment and reinvestment of ~~such amount of~~ the Portfolio's ~~assets as is determined from time to time by the Portfolio's Board of Trustees and communicated to the Subadvisor in writing ("Assets")~~assets, subject to the control and direction of Diversified and the Diversified Investors Portfolios' Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and Subadviser is prohibited from directly or indirectly consulting with any other Subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the ~~Assets~~Portfolio's assets. The Subadvisor 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~~ assets of the Portfolio shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's then-current ~~Registration~~ Prospectus and Statement ~~on Form N-1A.~~ of Additional Information ("SAI"). In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review, supervise and implement the investment program ~~for~~ of the ~~Assets~~Portfolio; (ii) monitor regularly the relevant securities for the ~~Assets~~ Portfolio to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the Subadvisor's discretion, the securities to be purchased or sold or exchanged in order to keep the ~~Assets~~ Portfolio in balance with ~~the~~ its designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the ~~Assets~~Portfolio's securities; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the ~~Assets~~Portfolio; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all ~~Assets~~ assets of the Portfolio on the last day of such month, rates of return, and (c) such other information relating to the ~~Assets~~ Portfolio as Diversified may reasonably request; (vii) meet at least four times per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the ~~Assets~~Portfolio; (viii) provide the ~~Portfolio, as reasonably requested by Diversified,~~ Portfolio with records concerning the Subadvisor's activities which the Portfolio is required to by law ~~to maintain with respect to the Assets~~maintain; and (ix) render regular reports to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities. ~~Upon written request, the~~ The Subadvisor ~~shall~~ may also make recommendations to Diversified as to the manner in which voting rights, rights to consent to corporate ~~actions~~ action and any other rights pertaining to the Portfolio's securities ~~comprising the Assets~~ shall be exercised~~. Diversified, however, will assume the responsibility for the actual voting of any voting rights~~. Should the Board of Trustees at any time ~~establish an~~ make any definite determination as to investment policy with respect to the ~~Assets~~ Portfolio and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. The Subadvisor shall take, on behalf of the ~~Assets~~Portfolio, all actions which it deems necessary to implement the investment policies determined as provided ~~above with respect to the Assets~~above, and in particular to place all orders for the purchase or sale of Portfolio securities for the Portfolio's account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an the agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. Subject to the primary objective of obtaining the best available prices and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide ~~research~~ statistical, factual and ~~brokerage~~ financial information and services to the ~~Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934~~Portfolio, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which the Subadvisor is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the Rules of the Securities and Exchange Commission and the NASD. On occasions when Subadvisor deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of Subadvisor, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's overall responsibilities with respect to the Portfolio and to other funds and clients for which the Subadvisor exercises investment discretion.advisory

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Diversified Investors Strategic Variable Funds)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio investment advisory services described herein for the investment and reinvestment of such amount of the Portfolio's assets as is determined from time to time by the Portfolio's Board of Trustees ~~and communicated to the Subadvisor in writing~~ ("Assets"), subject to the control and direction of Diversified and the Diversified Investors Portfolios' Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and Subadviser is prohibited from directly or indirectly consulting with any other Subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the ~~Assets~~Portfolio's assets. The Subadvisor 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~~ assets of the Portfolio shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's then-current Registration Statement on Form N-1A. In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review, supervise and implement the investment program ~~for~~ of the ~~Assets~~Portfolio; (ii) monitor regularly the relevant securities for the ~~Assets~~ Portfolio to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the Subadvisor's discretion, the securities to be purchased or sold or exchanged in order to keep the ~~Assets~~ Portfolio in balance with ~~the~~ its designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the ~~Assets~~Portfolio's securities; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the ~~Assets~~Portfolio; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all ~~Assets~~ assets of the Portfolio on the last day of such month, rates of return, and (c) such other information relating to the ~~Assets~~ Portfolio as Diversified may reasonably request; (vii) meet at least four times per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the ~~Assets~~Portfolio; (viii) provide the ~~Portfolio, as reasonably requested by Diversified,~~ Portfolio with records concerning the Subadvisor's activities which the Portfolio is required by law to ~~maintain with respect to the Assets~~maintain; and (ix) render regular reports to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities. ~~Upon written request, the~~ The Subadvisor shall also make recommendations to Diversified as to the manner in which voting rights, rights to consent to corporate ~~actions~~ action and any other rights pertaining to the Portfolio's securities ~~comprising the Assets~~ shall be exercised. Diversified, however, will assume the responsibility for the actual voting of any voting rights. Should the Board of Trustees at any time establish an investment policy with respect to the ~~Assets~~ Portfolio and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. The initial Statement of Investment Policy and Guidelines is attached hereto as Appendix I. The Subadvisor shall take, on behalf of the ~~Assets~~Portfolio, all actions which it deems necessary to implement the investment policies determined as provided ~~above with respect to the Assets~~above, and in particular to place all orders for the purchase or sale of Portfolio securities for the Portfolio's account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an the agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. Subject to the primary objective of obtaining the best available prices and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide research and brokerage services to the Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which ~~the Subadvisor~~ Aeltus Investment Management, Inc. is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the Rules of the Securities and Exchange Commission and the ~~NASD. On occasions when Subadvisor deems the purchase or sale~~ National Association of ~~a security to be in the best interest of the Portfolio as well as other clients of Subadvisor~~Securities Dealers, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Inc. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's overall responsibilities with respect to the Portfolio and to other funds and clients for which the Subadvisor exercises investment discretion.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Diversified Investors Strategic Variable Funds)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio investment advisory services described herein for the investment and reinvestment of such amount of the Portfolio's assets as is determined from time to time by the Portfolio's Board of Trustees ~~and communicated to the Subadvisor in writing~~ ("Assets"), subject to the control and direction of Diversified and the Diversified Investors Portfolios' Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets ~~and Subadviser~~ and, to the extent required under applicable law, Subadvisor is prohibited from directly or indirectly consulting with any other ~~Subadviser~~ subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the Assets. The Subadvisor 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 shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's then-current Registration Statement on Form N-1A. In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review, supervise and implement the investment program for the Assets; (ii) monitor regularly the relevant securities for the Assets to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the Subadvisor's discretion, the securities and instruments to be purchased or sold or exchanged in ~~order~~ seeking to ~~keep~~ achieve the ~~Assets in balance with~~ investment objective and strategy applicable to the ~~designated investment strategy~~assets; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the Assets; (v) determine, in the Subadvisor's discretion, whether to sell or dispose of securities in the ~~merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the Assets~~Subadvisor's sole discretion; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all Assets on the last day of such month, rates of return, and (c) such other information relating to the Assets as Diversified may reasonably request; (vii) meet ~~at least~~ in person once annually, and participate four times per year via telephone conference calls, with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the Assets; (viii) provide the Portfolio, as reasonably requested by Diversified, with records concerning the Subadvisor's activities which the Portfolio is required by law to maintain with respect to the Assets; and (ix) render regular reports to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities. The Subadvisor may execute account documentation, agreements, contracts and other documents requested by brokers, dealers, counterparties and other persons in connection with its management of the Portfolio. Diversified will assume the responsibility for the actual voting of any voting rights. Upon ~~written request~~request from Diversified, the Subadvisor shall also ~~make recommendations to~~ inform Diversified as to ~~the manner in which voting rights~~how Subadvisor voted proxies, ~~rights to consent to~~ corporate actions and ~~any~~ other ~~rights pertaining~~ matters with respect to ~~the securities comprising the Assets shall be exercised~~other clients of Subadvisor for whom Subadvisor has voting authority. Diversified, however, will assume the responsibility for the actual voting of any voting rights. Should the Board of Trustees at any time establish an investment policy with respect to the Assets and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. In any such case, Diversified shall ensure that the Portfolio's prospectus and statement of additional information (collectively, "Prospectus") are revised as necessary to reflect such investment policies. The Subadvisor shall take, on behalf of the Assets, all actions which it deems necessary to implement the investment policies determined as provided above with respect to the Assets, and in particular to place all orders for the purchase or sale of securities for the Portfolio's account with brokers or dealers selected by it, including brokers or dealers affiliated with Subadvisor, and to that end the Subadvisor is authorized as an agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. Subject to the primary objective of obtaining the best ~~available prices and~~ execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide research and brokerage services to the Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which ~~the~~ Subadvisor is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the Rules of the Securities and Exchange Commission and the ~~NASD. On occasions when Subadvisor deems the purchase or sale~~ National Association of ~~a security to be in the best interest of the Portfolio as well as other clients of Subadvisor~~Securities Dealers, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's overall responsibilities with respect to the Portfolio and to other funds and clients for which the Subadvisor exercises investment discretion.Inc.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Diversified Investors Strategic Variable Funds)

Duties of the Subadvisor. ~~In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints~~ The Advisor employs the Subadvisor to ~~perform the portfolio investment advisory services described herein for~~ manage the investment and reinvestment of such ~~amount~~ portion, if any, of the ~~Portfolio's~~ Funds’ assets as is ~~determined~~ designated by the Advisor from time to ~~time by the Portfolio's Board of Trustees and communicated~~ time, and, with respect to ~~the Subadvisor in writing ("Assets")~~such assets, ~~subject~~ to the control and direction of Diversified and the Diversified Investors Portfolios' Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and Subadviser is prohibited from directly or indirectly consulting with any other Subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the Assets. The Subadvisor 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 shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's then-current Registration Statement on Form N-1A. In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review, ~~supervise~~ supervise, and ~~implement~~ administer the investment program ~~for~~ of the ~~Assets; (ii) monitor regularly the relevant securities for the Assets~~ Funds, to determine ~~if adjustments are warranted and, if so, to make such adjustments; (iii) determine,~~ in the Subadvisor~~'s discretion,~~ ’s discretion the securities to be purchased or sold or exchanged in order to keep the Assets in balance with the designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the Assets; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the Assets; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all Assets on the last day of such month, rates of return, and (c) such other information relating to the Assets as Diversified may reasonably request; (vii) meet at least four times per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversifiedsold, to ~~discuss general economic conditions, performance, investment strategy, and other matters relating to the Assets; (viii)~~ provide the ~~Portfolio, as reasonably requested by Diversified,~~ Advisor and the Trust with records concerning the Subadvisor's ’s activities which the ~~Portfolio~~ Trust is required ~~by law~~ to ~~maintain with respect~~ maintain, and to ~~the Assets; and (ix)~~ render regular reports to the ~~Portfolio's~~ Advisor and to the Trust’s officers and ~~Directors~~ Trustees concerning the Subadvisor's ’s discharge of the foregoing responsibilities. ~~Upon~~ The Subadvisor shall discharge the foregoing responsibilities subject to the Advisor’s oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish and provide to the Subadvisor in writing, and in compliance with the objectives, policies, and limitations for each such Fund set forth in the Trust’s current registration statement as amended from time to time and made available to the Subadvisor together with written ~~request~~notification and applicable laws and regulations. The Subadvisor accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. In the event that the Subadvisor is appointed to manage only a portion of a Fund’s assets, then the Subadvisor’s duties and responsibilities shall be limited to only the portion designated for its investment advisory services and the Subadvisor shall ~~also make recommendations~~ have no responsibility for the management of any other assets of the Fund, nor for coordinating or monitoring the overall Fund compliance with applicable Fund-wide limitations or restrictions. The Advisor will instruct the Trust’s Custodian(s) to ~~Diversified as~~ hold and/or transfer the Funds’ assets in accordance with Proper Instructions received from the Subadvisor. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s), but generally refers to a writing by the representatives of the Subadvisor who have been authorized by the Trust’s Board from time to time to provide instructions to the ~~manner~~ Trust’s Custodian. For the purpose of clarification, “Proper Instructions” can be instructions in ~~which voting rights~~any format, ~~rights to consent to corporate actions~~ including without limitation electronic instructions, that are agreed upon by the Subadvisor and ~~any other rights pertaining~~ the Trust’s Custodian.) The Subadvisor is authorized on behalf of the Funds, and consistent with the investment discretion delegated to the ~~securities comprising~~ Subadvisor herein, to: (i) enter into agreements and execute any documents required to meet the ~~Assets shall~~ obligations of the Trust with respect to any investments made for the Funds. Such documentation includes but may not be ~~exercised. Diversified~~limited to any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, will assume the responsibility for the actual voting of any voting rights. Should the Board of Trustees at any time establish an investment policy with respect to the Assets and notify the Subadvisor thereof in writing, that (a) the Subadvisor shall be ~~bound~~ responsible for ensuring that any such representations are accurate and consistent with the relevant Fund’s investment policies and other governing documents; (b) the Subadvisor shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by a Fund under such ~~determination~~ documentation; and (c) the Subadvisor shall immediately notify the Advisor of any event of default, potential event of default or termination event affecting a Fund under such documentation. The Subadvisor further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the ~~period~~Funds, ~~if any~~(ii) deliver or accept delivery of, ~~specified~~ upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Funds; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Funds with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Advisor, any such deposit margin or collateral shall be effected by transfer or segregation within an account maintained for the Funds by its custodian subject to control agreement, acceptable in form and substance to the Advisor, pursuant to which such ~~notice~~ custodian agrees and accepts entitlement, orders or ~~until similarly notified that~~ instructions from the secured party with respect to such ~~policy has been revoked~~margin or collateral. The Subadvisor shall ~~take~~not have the authority to cause the Advisor or the Trust to deliver securities or other property, ~~on behalf~~ or pay cash to the Subadvisor other than payment of the ~~Assets, all actions which it deems necessary to implement the investment policies determined as~~ management fee provided ~~above with respect to the Assets, and~~ for in ~~particular to place all orders~~ this Agreement. The Subadvisor will not be responsible for the ~~purchase or sale~~ cost of securities ~~for the Portfolio's account~~ or brokerage commissions or costs associated with ~~brokers~~ gaining access to foreign markets or dealers selected by it, and to that end the Subadvisor is authorized as an agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. Subject to the primary objective of obtaining the best available prices and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide research and brokerage services to the Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which the Subadvisor is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is Trust expenses except as specified in compliance with the Rules of the Securities and Exchange Commission and the NASD. On occasions when Subadvisor deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of Subadvisor, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's overall responsibilities with respect to the Portfolio and to other funds and clients for which the Subadvisor exercises investment discretionthis Agreement.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Steben Alternative Investment Funds)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio investment advisory services described herein for the investment and reinvestment of such amount of the Portfolio's assets as is determined from time to time by the Portfolio's Board of ~~Trustees and communicated to the Subadvisor in writing ("Assets")~~Trustees, subject to the control and direction of Diversified and the Diversified Investors ~~Portfolios'~~ Portfolio's Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and Subadviser is prohibited from directly or indirectly consulting with any other Subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the ~~Assets~~Portfolio's assets. The Subadvisor 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~~ assets of the Portfolio shall be held uninvested, subject ~~always~~ to the provisions of the 1940 Act and to the Portfolio's then-current ~~Registration~~ Prospectus and Statement ~~on Form N-1A.~~ of Additional Information ("SAI"). In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review, supervise and implement the investment program ~~for~~ of the ~~Assets~~2 Portfolio; (ii) monitor regularly the relevant securities for the ~~Assets~~ Portfolio to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the Subadvisor's discretion, the securities to be purchased or sold or exchanged in order to keep the ~~Assets~~ Portfolio in balance with ~~the~~ its designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the ~~Assets~~Portfolio's securities; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the ~~Assets~~Portfolio; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all ~~Assets~~ assets of the Portfolio on the last day of such month, rates of return, and (c) such other information relating to the ~~Assets~~ Portfolio as Diversified may reasonably request; , (vii) meet in person at least ~~four times~~ once per year and communicate once a month by telephone with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the ~~Assets~~Portfolio; (viii) provide the ~~Portfolio, as reasonably requested by Diversified,~~ Portfolio with records concerning the Subadvisor's activities which the Portfolio is required to by law ~~to maintain with respect to the Assets; and (ix) render regular reports to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities~~maintain. ~~Upon written request, the~~ The Subadvisor shall ~~also make recommendations to Diversified as to the manner~~ review all proxy solicitation materials and be responsible for voting all proxies in ~~which voting rights, rights to consent to corporate actions and any other rights pertaining~~ relation to the securities ~~comprising~~ held in the ~~Assets shall be exercised. Diversified, however, will assume the responsibility for the actual voting of any voting rights~~Portfolio. Should the Board of Trustees at any time ~~establish an~~ make any definite determination as to investment policy with respect to the ~~Assets~~ Portfolio and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. However, should the investment policy change mandated by the Board of Trustees be such that the Portfolio no longer constitutes a large cap portfolio then the Subadvisor may terminate its services immediately upon written notice notwithstanding the termination provisions of Section 6 of this Agreement. The Subadvisor shall take, on behalf of the ~~Assets~~Portfolio, all actions which it deems necessary to implement the investment policies determined as provided ~~above with respect to the Assets~~above, and in particular to place all orders for the purchase or sale of Portfolio securities for the Portfolio's account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an the agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. Subject to the primary objective of obtaining the best available prices and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide ~~research~~ statistical, factual and ~~brokerage~~ financial information and services to the ~~Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934~~Portfolio, to the Subadvisor, or to any other fund or account for which the ~~Subadvisor~~ Subadviser provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which the Subadvisor is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the Rules of the Securities and Exchange Commission and the NASD. On occasions when Subadvisor deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of Subadvisor, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's overall responsibilities with respect to the Portfolio and to other funds and clients for which the Subadvisor exercises investment discretion.advisory

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Diversified Investors Funds Group I)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio investment advisory services described herein for the investment and reinvestment of ~~such amount of~~ the Portfolio's ~~assets as is determined from time to time by the Portfolio's Board of Trustees and communicated to the Subadvisor in writing ("Assets")~~assets, subject to the control and direction of Diversified and the Diversified Investors Portfolios' Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and Subadviser is prohibited from directly or indirectly consulting with any other Subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the ~~Assets~~Portfolio's assets. The Subadvisor 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~~ assets of the Portfolio shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's then-current Registration Statement on Form N-1A. In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review, supervise and implement the investment program ~~for~~ of the ~~Assets~~Portfolio; (ii) monitor regularly the relevant securities for the ~~Assets~~ Portfolio to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the ~~Subadvisor~~Subadvisors's discretion, the securities to be purchased or sold or exchanged in order to keep the ~~Assets~~ Portfolio in balance with ~~the~~ its designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the ~~Assets~~Portfolio's securities; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the ~~Assets~~Portfolio; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all ~~Assets~~ assets of the Portfolio on the last day of such month, rates of return, and (c) such other information relating to the ~~Assets~~ Portfolio as Diversified may reasonably request; (vii) meet at least four times per year with Diversified and with such other persons as ~~may~~ my be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the ~~Assets~~Portfolio; (viii) provide the ~~Portfolio, as reasonably requested by Diversified,~~ Portfolio with records concerning the Subadvisor's activities which the Portfolio is required by law to ~~maintain with respect to the Assets~~maintain; and (ix) render regular reports to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities. ~~Upon written request, the~~ The Subadvisor shall ~~also make recommendations to Diversified as to the manner~~ review all proxy solicitation materials and be responsible for voting all proxies in ~~which voting rights, rights to consent to corporate actions and any other rights pertaining~~ relation to the securities ~~comprising~~ held in the ~~Assets~~ Portfolio. The Subadvisor shall ~~be exercised. Diversified, however, will assume~~ provide the ~~responsibility for~~ Portfolio with quarterly reports of all proxies voted by the ~~actual voting of any voting rights~~Subadvisor. Should the Board of Trustees at any time ~~establish an~~ make and definite determination as to investment policy with respect to the ~~Assets~~ Portfolio and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. The Subadvisor shall take, on behalf of the ~~Assets~~Portfolio, all actions which it deems necessary to implement the investment policies determined as provided ~~above with respect to the Assets~~above, and in particular to place all orders for the purchase or sale of Portfolio securities for the Portfolio's account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an the agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. Subject to the primary objective of obtaining the best available prices and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide ~~research~~ statistical, factual and ~~brokerage~~ financial information and services to the ~~Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934~~Portfolio, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides ~~investment~~ Investment advisory services. Broker/dealers who sell shares of the funds of which ~~the Subadvisor~~ Xxxxxx & Rygel is investment advisor shall only receive orders for the purchase or sale of or portfolio securities to the extent that the placing of such orders is in compliance with the Rules of the Securities and Exchange Commission and the ~~NASD. On occasions when Subadvisor deems the purchase or sale~~ National Association of ~~a security to be in the best interest of the Portfolio as well as other clients of Subadvisor~~Securities Dealers, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Inc. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's overall responsibilities with respect to the Portfolio and to other funds and ~~clients~~ separate accounts for which the Subadvisor exercises investment discretion.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Diversified Investors Funds Group Ii)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio investment advisory services described herein for the investment and reinvestment of such amount of the Portfolio's assets ~~as is determined from time to time by the Portfolio's Board of Trustees and communicated to the Subadvisor in writing~~ ("Assets"), subject to the control and direction of Diversified and the Diversified Investors Portfolios' Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and Subadviser is prohibited from directly or indirectly consulting with any other Subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the Assets. The Subadvisor 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 shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's then-current Registration Statement on Form N-1A. In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review, supervise and implement the investment program for the Assets; (ii) monitor regularly the relevant securities for the Assets to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the Subadvisor's discretion, the securities to be purchased or sold or exchanged in order to keep the Assets in balance with the designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the Assets; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the Assets; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all Assets on the last day of such month, rates of return, and (c) such other information relating to the Assets as Diversified may reasonably request; (vii) meet at least four times per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the Assets; (viii) provide the Portfolio, as reasonably requested by Diversified, with records concerning the Subadvisor's activities which the Portfolio is required by law to maintain with respect to the Assets; and (ix) render regular reports to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities. ~~Upon written request,~~ Subadvisor will send Diversified an inventory of the ~~Subadvisor shall~~ investments of the Portfolio as soon as reasonably possible after the end of each monthly or quarterly period. This report will also ~~make recommendations to Diversified as to~~ contain investment results. The calculation of investment results will commence on the ~~manner~~ earlier of (a) the last business day of the month following the month in which the funds are received or (b) the last business day of the month in which the Assets have been structured in accordance with Diversified's investment guidelines and objectives. Copies of confirmations of transactions executed will be sent promptly to Diversified's custodian. Subadvisor does not assume responsibility for the accuracy of information furnished by Diversified or any other party. Decisions on proxy voting rights, rights to consent to corporate ~~actions~~ action and any other rights pertaining to the securities comprising the ~~Assets shall~~ Portfolio will be ~~exercised.~~ made and exercised by the Subadvisor unless reserved to Diversified~~, however, will assume the responsibility for the actual voting of any voting rights~~. Should the Board of Trustees at any time establish an investment policy with respect to the Assets and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. The Subadvisor shall take, on behalf of the Assets, all actions which it deems necessary to implement the investment policies determined as provided above with respect to the Assets, and in particular to place all orders for the purchase or sale of securities for the Portfolio's account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. Subject to the primary objective of obtaining the best available prices and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide research and brokerage services to the Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which ~~the Subadvisor~~ Xxxxxxxx Capital Management is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the Rules of the Securities and Exchange Commission and the ~~NASD. On occasions when Subadvisor deems the purchase or sale~~ National Association of ~~a security to be in the best interest of the Portfolio as well as other clients of Subadvisor~~Securities Dealers, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Inc. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's overall responsibilities with respect to the Portfolio and to other funds and clients for which the Subadvisor exercises investment discretion.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Diversified Investors Variable Funds)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio ~~investment advisory~~ management services described herein for the investment and reinvestment of such amount of the Portfolio's assets as is determined from time to time by the Portfolio's Board of ~~Trustees and communicated to the Subadvisor in writing ("Assets")~~Trustees, subject to the control and direction of Diversified and the ~~Diversified Investors Portfolios'~~ Portfolio's Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and Subadviser is prohibited from directly or indirectly consulting with any other Subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the ~~Assets~~Portfolio's assets. The Subadvisor 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~~ assets of the Portfolio shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's then-current ~~Registration~~ Prospectus and Statement ~~on Form N-1A.~~ of Additional Information ("SAI"). The Subadvisor will not supervise the investment of cash. Cash in the Fund will be invested by Diversified who shall be solely responsible for the investment of such cash. In particular, the Subadvisor shall~~, without limiting the foregoing~~: (i) continuously review, supervise and ~~implement~~ administer the investment program ~~for~~ of the ~~Assets~~Portfolio; (ii) monitor regularly the relevant securities for the ~~Assets~~ Portfolio to determine if adjustments are warranted and, if so, to make such ~~adjustments~~adjustments on a periodic basis; (iii) determine, in the Subadvisor's discretion, the securities to be purchased or sold or exchanged in order to keep the ~~Assets~~ Portfolio in balance with ~~the~~ its designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the ~~Assets~~Portfolio's securities; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the ~~Assets~~Portfolio; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all ~~Assets~~ assets of the Portfolio on the last day of such month, rates of return, and (c) such other information relating to the ~~Assets~~ Portfolio as the Diversified may ~~reasonably~~ request; (vii) meet at least four times per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the ~~Assets~~Portfolio; (viii) provide the ~~Portfolio, as reasonably requested by Diversified,~~ Portfolio with records concerning the Subadvisor's activities which the Portfolio is required to by law ~~to maintain with respect to the Assets~~maintain; and (ix) render regular reports to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities. Upon written request, the Subadvisor shall also make recommendations to Diversified as to the manner in which voting rights, rights to consent to corporate actions and any other rights pertaining to the securities comprising the Assets shall be exercised. Diversified, however, will assume the responsibility for the actual voting of any voting rights. Should the Board of Trustees at any time establish an investment policy with respect to the Assets and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. The Subadvisor shall take, on behalf of the ~~Assets~~Portfolio, all actions which it deems necessary to implement the investment policies determined as provided ~~above with respect to the Assets~~above, and in particular to place all orders for the purchase or sale of Portfolio securities for the Portfolio's account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an the agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. ~~Subject to~~ In connection with the ~~primary objective~~ selection of ~~obtaining the best available prices~~ such brokers or dealers and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide research and brokerage services to the Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which the Subadvisor is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such ~~orders~~ orders, the Subadvisor is directed to seek for the Portfolio, in ~~compliance with the Rules of the Securities and Exchange Commission and the NASD. On occasions when Subadvisor deems the purchase or sale of a security to be~~ its best judgment, prompt execution in the best interest of the Portfolio as well as other clients of Subadvisor, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain an effective manner at the most favorable ~~price or lower brokerage commissions and efficient execution~~price. ~~In such event, allocation~~ Subject to this requirement of ~~the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be~~ seeking the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as favorable price, securities may be ~~adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker~~ bought from or ~~dealer an amount of commission for effecting a securities transaction~~ sold to broker-dealers that charge commissions in excess of the amount of commission another ~~member of an exchange, broker or~~ broker-dealer would have charged ~~for effecting that transaction, in such instances where~~ as long as the Subadvisor ~~has determined~~ determines in good faith that such amount of commission ~~was~~ is reasonable in relation to the value of ~~the brokerage~~ statistical, research and ~~research~~ other information or services provided by such ~~member, broker or dealer, viewed in terms of either that particular transaction~~ broker-dealer to the Subadvisor or the ~~Subadvisor's overall responsibilities with respect~~ Portfolio, subject to ~~the Portfolio~~ any applicable laws, rules and ~~to other funds and clients for which the Subadvisor exercises investment discretion~~regulations.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Diversified Investors Funds Group I)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio investment advisory services described herein for the investment and reinvestment of such amount of the Portfolio's assets as is determined from time to time by the Portfolio's Board of Trustees and communicated to the Subadvisor in writing ("Assets"), subject to the control and direction of Diversified and the Diversified Investors Portfolios' Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and ~~Subadviser~~ Subadvisor is prohibited from directly or indirectly consulting with any other ~~Subadviser~~ subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the Assets. The Subadvisor 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 shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's then-current Registration Statement on Form N-1A. In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review, supervise and implement the investment program for the Assets; (ii) monitor regularly the relevant securities for the Assets to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the Subadvisor's discretion, the securities to be purchased or sold or exchanged in order to keep the Assets in balance with the designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the Assets; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the Assets; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all Assets on the last day of such month, rates of return, and (c) such other information relating to the Assets as Diversified may reasonably request; (vii) meet at least four times per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the Assets; (viii) provide the Portfolio, as reasonably requested by Diversified, with records concerning the Subadvisor's activities which the Portfolio is required by law to maintain with respect to the Assets; and (ix) render regular reports to the Portfolio's officers and ~~Directors~~ Trustees concerning the Subadvisor's discharge of the foregoing responsibilities. Upon ~~written~~ request, the Subadvisor shall also make recommendations to Diversified as to the manner in which voting rights, rights to consent to corporate actions and any other rights pertaining to the securities comprising the Assets shall be exercised. Diversified, however, will assume the responsibility for the actual voting of any voting rights. Upon request, the Subadvisor shall provide assistance regarding the fair value of securities held by the Portfolio for which market quotations are not readily available, which assistance may include participation of appropriate representatives at pricing committee meetings. Should the Board of Trustees at any time establish an investment policy with respect to the Assets and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. The Subadvisor shall take, on behalf of the Assets, all actions which it deems necessary to implement the investment policies determined as provided above with respect to the Assets, and in particular to place all orders for the purchase or sale of securities for the Portfolio's account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. Subject to the primary objective of obtaining the best ~~available prices and~~ execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide research and brokerage services to the Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which the Subadvisor is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the Rules of the Securities and Exchange Commission (the "SEC") and the NASD. On occasions when Subadvisor deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of Subadvisor, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's overall responsibilities with respect to the Portfolio and to other funds and clients for which the Subadvisor exercises investment discretion.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Diversified Investors Portfolios)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio investment advisory services described herein for the investment and reinvestment of ~~such amount of~~ the Portfolio's ~~assets as is determined from time to time by the Portfolio's Board of Trustees and communicated to the Subadvisor in writing ("Assets")~~assets, subject to the control and direction of Diversified and the Diversified Investors Portfolios' Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and Subadviser is prohibited from directly or indirectly consulting with any other Subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the ~~Assets~~Portfolio's assets. The Subadvisor 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~~ assets of the Portfolio shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's then-current ~~Registration~~ Prospectus and Statement ~~on Form N-1A.~~ of Additional Information ("SAI"). In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review, supervise and implement the investment program ~~for~~ of the ~~Assets~~Portfolio; (ii) monitor regularly the relevant securities for the ~~Assets~~ Portfolio to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the Subadvisor's discretion, the securities to be purchased or sold or exchanged in order to keep the ~~Assets~~ Portfolio in balance with ~~the~~ its designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the ~~Assets~~Portfolio's securities; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the ~~Assets~~Portfolio; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all ~~Assets~~ assets of the Portfolio on the last day of such month, rates of return, and (c) such other information relating to the ~~Assets~~ Portfolio as Diversified may reasonably request; (vii) meet at least four times per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the ~~Assets~~Portfolio; (viii) provide the ~~Portfolio, as reasonably requested by Diversified,~~ Portfolio with records concerning the Subadvisor's activities which the Portfolio is required to by law ~~to maintain with respect to the Assets~~maintain; and (ix) render regular reports to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities. ~~Upon written request, the~~ The Subadvisor shall also make recommendations to Diversified as to the manner in which voting rights, rights to consent to corporate ~~actions~~ action and any other rights pertaining to the Portfolio's securities ~~comprising the Assets~~ shall be exercised~~. Diversified, however, will assume the responsibility for the actual voting of any voting rights~~. Should the Board of Trustees at any time ~~establish an~~ make any definite determination as to investment policy with respect to the ~~Assets~~ Portfolio and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. The Subadvisor shall take, on behalf of the ~~Assets~~Portfolio, all actions which it deems necessary to implement the investment policies determined as provided ~~above with respect to the Assets~~above, and in particular to place all orders for the purchase or sale of Portfolio securities for the Portfolio's account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an the agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. Subject to the primary objective of obtaining the best available prices and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide ~~research~~ statistical, factual and ~~brokerage~~ financial information and services to the ~~Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934~~Portfolio, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which the Subadvisor is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the Rules of the Securities and Exchange Commission and the NASD. On occasions when Subadvisor deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of Subadvisor, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's overall responsibilities with respect to the Portfolio and to other funds and clients for which the Subadvisor exercises investment discretion.advisory

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Diversified Investors Variable Funds)

Duties of the Subadvisor. In accordance with ~~and subject to~~ the Investment Advisory Agreement between the Portfolio and ~~Diversified,~~ Diversified attached hereto as Schedule ~~A (the "Advisory Agreement")~~A, Diversified hereby appoints the Subadvisor to perform the portfolio investment advisory services described herein for the investment and reinvestment of ~~such amount of~~ the Portfolio's ~~assets as is determined from time to time by the Portfolio's Board of Trustees and communicated to the Subadvisor in writing ("Assets")~~assets, subject to the control and direction of ~~Diversified and~~ the ~~Diversified Investors Portfolios'~~ Trust's Board of Trustees, and any written guidelines adopted by the Trustees or Diversified, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and Subadviser is prohibited from directly or indirectly consulting with any other Subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the Assets. The Subadvisor 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~~ assets of the Portfolio shall be held uninvested, subject always to the provisions of the 1940 Act and to the ~~Portfolio~~Trust's then-~~current~~ effective registration statement under the 1940 Act as it relates to Portfolio, and any amendments or supplements thereto (the "Registration ~~Statement on Form N-1A. In particular~~Statement"), the Subadvisor shall, without limiting the foregoing: (i) continuously review, supervise and implement the investment program for the Assets; (ii) monitor regularly the relevant securities for the Assets to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the Subadvisor's discretion, the securities to be purchased or sold or exchanged in order to keep the Assets in balance as filed with the designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the Assets; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the Assets; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: Securities and Exchange Commission. (a) all transactions during such month, (b) all ~~Assets~~ assets of the Portfolio on the last day of such month, rates of return, and (c) such other information relating to the ~~Assets~~ Portfolio as Diversified may reasonably request; (~~vii~~ii) meet at least four times per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the ~~Assets; (viii) provide the~~ Portfolio~~, as reasonably requested by Diversified, with records concerning the Subadvisor's activities which the Portfolio is required by law to maintain with respect to the Assets~~; and (ixiii) render such regular reports to as the Portfolio's officers and ~~Directors~~ Trustees may reasonably request concerning the Subadvisor's ~~discharge of~~ investment program for the ~~foregoing responsibilities~~Portfolio. ~~Upon written request, the~~ The Subadvisor shall also make recommendations to Diversified as to the manner in which voting rights, rights to consent to corporate ~~actions~~ action and any other rights pertaining to the Portfolio's securities ~~comprising the Assets~~ shall be exercised~~. Diversified, however, will assume the responsibility for the actual voting of any voting rights~~. Should the Board of Trustees at make any ~~time establish an~~ definite determination as to investment policy with respect to the ~~Assets~~ Portfolio and notify the Subadvisor thereof in ~~writing~~writing and upon reasonable notice, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. The Subadvisor shall take, on behalf of the ~~Assets~~Portfolio, all actions which it deems necessary to implement the investment policies determined as provided ~~above with respect to the Assets~~above, and in particular to place all orders for the purchase or sale of Portfolio securities for the Portfolio's account with brokers or dealers selected by it, which may include brokers or dealers affiliated with the Subadvisor, and to that end the Subadvisor is authorized as an the agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. ~~Subject to~~ In connection with the ~~primary objective~~ selection of ~~obtaining the best available prices~~ such brokers or dealers and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide research and brokerage services to the Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which the Subadvisor is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such ~~orders~~ orders, the Subadvisor is directed to seek for the Portfolio, in ~~compliance with the Rules of the Securities and Exchange Commission and the NASD. On occasions when Subadvisor deems the purchase or sale of a security~~ its reasonable best judgment, best execution, which is to ~~be in the best interest of the~~ place portfolio transactions where Portfolio as well as other clients of Subadvisor, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to can obtain the most favorable combination of price ~~or lower brokerage commissions~~ and ~~efficient execution~~execution services in particular transactions. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be the most equitable and consistent with its fiduciary obligations Subject to the ~~Portfolio and to such other clients. Notwithstanding the provisions~~ foregoing requirement of ~~the previous paragraph and subject to such policies and procedures as~~ seeking best execution, securities may be ~~adopted by~~ bought from or sold to broker-dealers who have furnished statistical, research and other information or services to the ~~Board of Trustees and officers of~~ Subadvisor or the Portfolio, . The Subadvisor shall not be deemed to have acted unlawfully or to have breached any duty under this Agreement or otherwise by reason of its having caused the ~~Subadvisor may~~ Portfolio to pay a ~~member of an exchange,~~ broker or dealer that provides brokerage and research services an amount of commission for effecting a ~~securities~~ portfolio transaction in excess of the amount of commission that another ~~member of an exchange,~~ broker or dealer would have charged for effecting that transaction, ~~in such instances where~~ if the Subadvisor ~~has determined~~ determines in good faith that such excess amount of commission was reasonable in relation to the value of the brokerage and research services ~~provided by such member~~provided, ~~broker or dealer, viewed~~ either in ~~terms~~ respect of ~~either~~ that particular transaction or of the ~~Subadvisor's~~ overall responsibilities of Subadvisor and its affiliates with respect to ~~the Portfolio and~~ other clients as to ~~other funds and clients for~~ which ~~the~~ Subadvisor ~~exercises~~ or its affiliates exercise investment discretion.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Diversified Investors Portfolios)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio investment advisory services described herein for the investment and reinvestment of such amount of the Portfolio's assets as is determined from time to time by the Portfolio's Board of Trustees and communicated to the Subadvisor in writing ("Assets"), subject to the control and direction of Diversified and the ~~Diversified Investors Portfolios'~~ Portfolio's Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and ~~Subadviser~~ Subadvisor is prohibited from directly or indirectly consulting with any other ~~Subadviser~~ subadviser for a portion of the Portfolio's ~~assets~~ assets, or any other series of Diversified Investors Portfolios or any other registered investment company under common control with the Portfolio, concerning Portfolio transactions in securities or other assets. Diversified agrees to furnish a list of any such subadvisers to the Subadvisor, and to advise the Subadvisor of any changes to the list and of any Subadvisors that do not have such prohibitions in their advisory contracts. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the Assets. The Subadvisor 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 shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's then-current Registration Statement on Form N-1A. In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review, supervise and implement the investment program for the ~~Assets~~Assets consistent with the investment objectives and related investment policies for the Portfolio as described in the Portfolio's Registration Statement on Form N-1A; (ii) monitor regularly the relevant securities for the Assets to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the Subadvisor's discretion, the securities to be purchased or sold or exchanged in order to keep the Assets in balance with the designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the Assets; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the Assets; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all Asset transactions during such month, (b) all Assets on the last day of such month, rates of ~~return~~return for the Assets, and (c) such other information relating to the Assets as Diversified may reasonably request; (vii) meet at least four times per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the Assets; (viii) provide the Portfolio, as reasonably requested by Diversified, with records concerning the Subadvisor's activities which the Portfolio is required by law to maintain with respect to the Assets, as required of an investment adviser of a registered investment company pursuant to the 1940 Act and Advisers Act and the rules thereunder; and (ix) render regular reports to the Portfolio's officers and ~~Directors~~ Trustees concerning the Subadvisor's discharge of the foregoing responsibilities, as reasonably requested by Diversified or the Portfolio's Board of Trustees. Upon ~~written~~ reasonable request, the Subadvisor shall also make recommendations to Diversified as to the manner in which voting rights, rights to consent to corporate actions and any other rights pertaining to the securities comprising the Assets shall be exercised. Diversified, however, will assume the responsibility and exercise full discretion for the actual voting of any voting rights, and Subadvisor shall have no discretionary responsibility or authority with respect to the voting of any voting rights. Upon reasonable request, the Subadvisor shall provide assistance regarding the fair value of securities held by the Portfolio for which market quotations are not readily available, which assistance may include appropriate representatives acting as a resource during pricing committee meetings, provided that Diversified, the Portfolio's custodian and/or other service provider responsible for valuing the securities held by the Portfolio in accordance with the Portfolio's fair valuation procedures, and not the Subadvisor, shall be responsible for determining the fair valuation of any such securities. Should the Board of Trustees at any time establish an investment policy with respect to the Assets and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. Diversified will provide the Subadvisor with the Portfolio's current Prospectus and Statement of Additional Information and any amendments thereto on a timely basis, including reasonable advance notice of any investment guideline changes. Diversified will provide the Subadvisor such other information relating to the Portfolio and to the services to be provided by the Subadvisor under this agreement as Diversified and the Subadvisor mutually agree is necessary or appropriate. The Subadvisor shall take, on behalf of the Assets, all actions which it deems necessary to implement the investment policies determined as provided above with respect to the Assets, and in particular to place all orders for the purchase or sale of securities for the Portfolio's account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. Subject to the primary objective of obtaining the best ~~available prices and~~ execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide research and brokerage services to the Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which the Subadvisor is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the Rules of the Securities and Exchange Commission (the "SEC") and the NASD. On occasions when Subadvisor deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of Subadvisor, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in ~~order~~ an attempt to obtain ~~the most~~ a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Portfolio, and communicated in writing to the Subadvisor, the Subadvisor may pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's overall responsibilities with respect to the Portfolio and to other funds and clients for which the Subadvisor exercises investment discretion.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Diversified Investors Portfolios)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio investment advisory services described herein for the investment and reinvestment of ~~such amount of~~ the Portfolio's ~~assets as is determined from time to time by the Portfolio's Board of Trustees and communicated to the Subadvisor in writing ("Assets")~~assets, subject to the control and direction of Diversified and the Diversified Investors Portfolios' Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and Subadviser is prohibited from directly or indirectly consulting with any other Subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the ~~Assets~~Portfolio's assets. The Subadvisor 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~~ assets of the Portfolio shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's ~~then-~~then current ~~Registration~~ Prospectus and Statement ~~on Form N-1A.~~ of Additional Information ("SAI"). In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review, supervise and implement the investment program ~~for~~ of the ~~Assets~~Portfolio; (ii) monitor regularly the relevant securities for the ~~Assets~~ Portfolio to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the Subadvisor's discretion, the securities to be purchased or sold or exchanged in order to keep the ~~Assets~~ Portfolio in balance with ~~the~~ its designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the ~~Assets~~Portfolio's securities; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the ~~Assets~~Portfolio; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all ~~Assets~~ assets of the Portfolio on the last day of such month, rates of return, and (c) such other information relating to the ~~Assets~~ Portfolio as Diversified may reasonably request; (vii) meet at least four times per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the ~~Assets~~Portfolio; (viii) provide the ~~Portfolio, as reasonably requested by Diversified,~~ Portfolio with records concerning the Subadvisor's activities which the Portfolio is required to by law ~~to maintain with respect to the Assets~~maintain; and (ix) render regular reports to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities. ~~Upon written request, the~~ The Subadvisor shall also make recommendations to Diversified as to the manner in which voting rights, rights to consent to corporate ~~actions~~ action and any other rights pertaining to the Portfolio's securities ~~comprising the Assets~~ shall be exercised~~. Diversified, however, will assume the responsibility for the actual voting of any voting rights~~. Should the Board of Trustees at any time ~~establish an~~ make any definite determination as to investment policy with respect to the ~~Assets~~ Portfolio and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. The Subadvisor shall take, on behalf of the ~~Assets~~Portfolio, all actions which it deems necessary to implement the investment policies determined as provided ~~above with respect to the Assets~~above, and in particular to place all orders for the purchase or sale of Portfolio securities for the Portfolio's account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an the agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. ~~Subject to~~ In connection with the ~~primary objective~~ selection of ~~obtaining the best available prices~~ such brokers or dealers and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide research and brokerage services to the Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which the Subadvisor is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such ~~orders~~ orders, the Subadvisor is directed to seek for the Portfolio, in ~~compliance with the Rules of the Securities and Exchange Commission and the NASD. On occasions when Subadvisor deems the purchase or sale of a security to be~~ its best judgment, prompt execution in the best interest of the Portfolio as well as other clients of Subadvisor, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain an effective manner at the most favorable ~~price or lower brokerage commissions and efficient execution~~price. ~~In such event, allocation~~ Subject to this requirement of ~~the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be~~ seeking the most ~~equitable~~ favorable price, securities may be bought from or sold to broker-dealers who have furnished statistical, research and ~~consistent with its fiduciary obligations~~ other information or services to the ~~Portfolio and to such other clients. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of~~ Subadvisor or the Portfolio, ~~the Subadvisor may pay a member of an exchange~~subject to any applicable laws, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage rules and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's overall responsibilities with respect to the Portfolio and to other funds and clients for which the Subadvisor exercises investment discretionregulations.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Diversified Investors Strategic Allocation Funds)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement and the investment guidelines thereto, which guidelines may be changed from time to time, between the Portfolio and Diversified, attached hereto as ~~Schedule~~ Exhibit A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio ~~investment advisory~~ management services described herein for the investment and reinvestment of ~~such amount of~~ the Portfolio's ~~assets as is determined from time to time by the Portfolio's Board of Trustees and communicated to the Subadvisor in writing ("Assets")~~assets, subject to the control and direction of Diversified and the ~~Diversified Investors Portfolios'~~ Portfolio's Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and Subadviser is prohibited from directly or indirectly consulting with any other Subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the ~~Assets~~Portfolio's assets. The Subadvisor 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~~ assets of the Portfolio shall be held uninvested, subject always to the restrictions of the Portfolio's Articles of Incorporation and By-Laws, as each may be amended from time to time (respectively, the "Articles" and the "By-Laws"), to conform to the provisions of the Investment Company Act of 1940 ~~Act~~ (the "1940 Act") and to the Portfolio's then-current ~~Registration Statement on Form N-1A.~~ Prospectus. In particular, the Subadvisor shall~~, without limiting the foregoing~~: (i) continuously review, ~~supervise~~ supervise, and ~~implement~~ administer the investment program ~~for~~ of the ~~Assets~~Portfolio; (ii) monitor regularly the relevant securities for the ~~Assets~~ Portfolio to determine if adjustments are warranted and, if so, to make such ~~adjustments~~adjustments on a periodic basis; (iii) determine, in the Subadvisor's discretion, the securities to be purchased or sold or exchanged in order to keep the ~~Assets~~ Portfolio in balance with ~~the~~ its designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the ~~Assets~~Portfolio's securities; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the ~~Assets~~Portfolio; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all ~~Assets~~ assets of the Portfolio on the last day of such month, rates of return, and (c) such other information relating to the ~~Assets~~ Portfolio as Diversified may ~~reasonably~~ request; (vii) meet at least four times per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the ~~Assets~~Portfolio; (viii) provide the ~~Portfolio, as reasonably requested by Diversified,~~ Portfolio with records concerning the Subadvisor's activities which the Portfolio is required to by law ~~to maintain with respect to the Assets~~maintain; and (ix) render regular reports to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities. ~~Upon written request, the~~ The Subadvisor shall also make recommendations ~~to Diversified~~ as to the manner in which voting rights, rights to consent to corporate ~~actions~~ action and any other rights pertaining to the Portfolio's securities ~~comprising the Assets~~ shall be exercised~~. Diversified, however, will assume the responsibility for the actual voting of any voting rights~~. Should the Board of Trustees of the Portfolio at any ~~time establish an~~ time, however, make any definite determination as to investment policy ~~with respect to the Assets~~ and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such ~~policy~~ determination has been revoked. The Subadvisor shall take, on behalf of the ~~Assets~~Portfolio, all actions which it deems necessary to implement the investment policies determined as provided ~~above with respect to the Assets~~above, and in particular to place all orders for the purchase or sale of Portfolio securities for the Portfolio's account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an the agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. ~~Subject to~~ In connection with the ~~primary objective~~ selection of ~~obtaining the best available prices~~ such brokers or dealers and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide research and brokerage services to the Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which the Subadvisor is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such ~~orders~~ orders, the Subadvisor is directed to seek for the Portfolio, in ~~compliance with the Rules of the Securities and Exchange Commission and the NASD. On occasions when Subadvisor deems the purchase or sale of a security to be~~ its best judgment, prompt execution in the best interest of the Portfolio as well as other clients of Subadvisor, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain an effective manner at the most favorable ~~price or lower brokerage commissions and efficient execution~~price. ~~In such event, allocation~~ Subject to this requirement of ~~the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be~~ seeking the most ~~equitable~~ favorable price, securities may be bought from or sold to broker-dealers who have furnished statistical, research and ~~consistent with its fiduciary obligations~~ other information or services to the ~~Portfolio and to such other clients. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of~~ Subadvisor or the Portfolio, ~~the Subadvisor may pay a member of an exchange~~subject to any applicable laws, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage rules and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's overall responsibilities with respect to the Portfolio and to other funds and clients for which the Subadvisor exercises investment discretionregulations.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Diversified Investors Variable Funds)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "“Advisory Agreement"”), Diversified hereby appoints the Subadvisor to perform the portfolio investment advisory services described herein for the investment and reinvestment of such amount of the Portfolio's ’s assets as is determined from time to time by the Portfolio's ’s Board of Trustees and communicated to the Subadvisor in writing ("“Assets"”), subject to the control and direction of Diversified and the Diversified Investors Portfolios' ’ Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's ’s responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and ~~Subadviser~~ Subadvisor is prohibited from directly or indirectly consulting with any other ~~Subadviser~~ subadviser for a portion of the Portfolio's ’s assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the Assets. The Subadvisor 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 shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's ’s then-current Registration Statement on Form N-1A. In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review, supervise and implement the investment program for the Assets; (ii) monitor regularly the relevant securities for the Assets to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the Subadvisor's ’s discretion, the securities to be purchased or sold or exchanged in order to keep the Assets in balance with the designated investment strategy; (iv) determine, in the Subadvisor's ’s discretion, whether to exercise warrants or other rights with respect to the Assets; (v) determine, in the Subadvisor's ’s discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the Assets; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all Assets on the last day of such month, rates of return, and (c) such other information relating to the Assets as Diversified may reasonably request; (vii) meet at least four times per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the Assets; (viii) provide the Portfolio, as reasonably requested by Diversified, with records concerning the Subadvisor's ’s activities which the Portfolio is required by law to maintain with respect to the Assets; and (ix) render regular reports to the Portfolio's ’s officers and ~~Directors~~ Trustees concerning the Subadvisor's ’s discharge of the foregoing responsibilities. Upon ~~written~~ request, the Subadvisor shall also make recommendations to Diversified as to the manner in which voting rights, rights to consent to corporate actions and any other rights pertaining to the securities comprising the Assets shall be exercised. Diversified, however, will assume the responsibility for the actual voting of any voting rights. Upon request, the Subadvisor shall provide reasonable assistance regarding the fair value of securities held by the Portfolio for which market quotations are not readily available, which assistance may include participation of appropriate representatives at pricing committee meetings. Should the Board of Trustees at any time establish an investment policy with respect to the Assets and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. The Subadvisor shall take, on behalf of the Assets, all actions which it deems necessary to implement the investment policies determined as provided above with respect to the Assets, and in particular to place all orders for the purchase or sale of securities for the Portfolio's ’s account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. Subject to the primary objective of obtaining the best available prices and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide research and brokerage services to the Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which the Subadvisor is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the Rules of the Securities and Exchange Commission (the “SEC”) and the NASD. On occasions when Subadvisor deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of Subadvisor, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's ’s overall responsibilities with respect to the Portfolio and to other funds and clients for which the Subadvisor exercises investment discretion.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Diversified Investors Portfolios)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio investment advisory services described herein for the investment and reinvestment of such amount of the Portfolio's assets as is determined from time to time by the Portfolio's Board of Trustees ~~and communicated to the Subadvisor in writing~~ ("Assets"), subject to the control and direction of Diversified and the Diversified Investors Portfolios' Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and Subadviser is prohibited from directly or indirectly consulting with any other ~~Subadviser~~ subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the Assets. The Subadvisor 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 shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's then-current Registration Statement on Form N-1A. In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review, supervise and implement the investment program for the Assets; (ii) monitor regularly the relevant securities for the Assets to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the Subadvisor's discretion, the securities to be purchased or sold or exchanged in order to keep the Assets in balance with the designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the Assets; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the Assets; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all Assets on the last day of such month, rates of return, and (c) such other information relating to the Assets as Diversified may reasonably request; (vii) meet at least four times per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the Assets; (viii) provide the Portfolio, as reasonably requested by Diversified, with records concerning the Subadvisor's activities which the Portfolio is required by law to maintain with respect to the Assets; and (ix) render regular reports to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities. Upon written request, the Subadvisor shall also make recommendations to Diversified as to the manner in which voting rights, rights to consent to corporate actions and any other rights pertaining to the securities comprising the Assets shall be exercised. Diversified, however, will assume the responsibility for the actual voting of any voting rights. Should the Board of Trustees at any time establish an investment policy with respect to the Assets and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. The Subadvisor shall take, on behalf of the Assets, all actions which it deems necessary to implement the investment policies determined as provided above with respect to the Assets, and in particular to place all orders for the purchase or sale of securities for the Portfolio's account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. Subject to the primary objective of obtaining the best available prices and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide research and brokerage services to the Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which the Subadvisor is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the Rules of the Securities and Exchange Commission and the NASD. On occasions when Subadvisor deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of Subadvisor, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's overall responsibilities with respect to the Portfolio and to other funds and clients for which the Subadvisor exercises investment discretion.and

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Diversified Investors Funds Group Ii)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio investment advisory services described herein for the investment and reinvestment of ~~such amount of~~ the Portfolio's assets ~~as is determined from time to time by the Portfolio's Board of Trustees and communicated to the Subadvisor in writing~~ ("Assets"), subject to the control and direction of Diversified and the Diversified Investors Portfolios' Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and Subadviser is prohibited from directly or indirectly consulting with any other Subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the ~~Assets~~Portfolio's assets. The Subadvisor 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~~ assets of the Portfolio shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's then-current Registration Statement on Form N-1A. In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review, supervise and implement the investment program ~~for~~ of the ~~Assets~~Portfolio; (ii) monitor regularly the relevant securities for the ~~Assets~~ Portfolio to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the Subadvisor's discretion, the securities to be purchased or sold or exchanged in order to keep the ~~Assets~~ Portfolio in balance with ~~the~~ its designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the ~~Assets~~Portfolio's securities; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the ~~Assets~~Portfolio; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all ~~Assets~~ assets of the Portfolio on the last day of such month, rates of return, and (c) such other information relating to the ~~Assets~~ Portfolio as Diversified may reasonably request; (vii) meet at least four times per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the ~~Assets~~Portfolio; (viii) provide the ~~Portfolio, as reasonably requested by Diversified,~~ Portfolio with records concerning the Subadvisor's activities which the Portfolio is required by law to ~~maintain with respect to the Assets~~maintain; and (ix) render regular reports to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities. ~~Upon written request, the~~ The Subadvisor shall also make recommendations to Diversified as to the manner in which voting rights, rights to consent to corporate ~~actions~~ action and any other rights pertaining to the securities comprising the Assets shall be exercised~~. Diversified~~, ~~however, will assume the responsibility~~ and Subadvisor shall be responsible for ~~the actual voting of any voting rights~~effecting such recommendations. Should the Board of Trustees at any time establish an investment policy with respect to the ~~Assets~~ Portfolio and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. The Subadvisor shall take, on behalf of the ~~Assets~~Portfolio, all actions which it deems necessary to implement the investment policies determined as provided ~~above with respect to the Assets~~above, and in particular to place all orders for the purchase or sale of Portfolio securities for the Portfolio's account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an the agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. Subject to the primary objective of obtaining the best available prices and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide research and brokerage services to the Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which ~~the Subadvisor~~ BlackRock Advisors, Inc. is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the Rules of the Securities and Exchange Commission and the ~~NASD. On occasions when Subadvisor deems the purchase or sale~~ National Association of ~~a security to be in the best interest of the Portfolio as well as other clients of Subadvisor~~Securities Dealers, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Inc. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's overall responsibilities with respect to the Portfolio and to other funds and clients for which the Subadvisor exercises investment discretion.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Diversified Investors Variable Funds)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio investment advisory services described herein for the investment and reinvestment of ~~such amount of~~ the Portfolio's ~~assets as is determined from time to time by the Portfolio's Board of Trustees and communicated to the Subadvisor in writing ("Assets")~~assets, subject to the control and direction of Diversified and the Diversified Investors Portfolios' Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and Subadviser is prohibited from directly or indirectly consulting with any other Subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the ~~Assets~~Portfolio's assets. The Subadvisor 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~~ assets of the Portfolio shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's then-current Registration Statement on Form N-1A. In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review, supervise and implement the investment program for the Assets; (ii) monitor regularly the relevant securities for the Assets to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the Subadvisor's discretion, the securities to be purchased or sold or exchanged in order to keep the Assets in balance with the designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the Assets; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the Assets; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all Assets on the last day of such month, rates of return, and (c) such other information relating to the Assets as Diversified may reasonably request; (vii) meet at least four times per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the Assets; (viii) provide the Portfolio, as reasonably requested by Diversified, with records concerning the Subadvisor's activities which the Portfolio is required by law to maintain with respect to the Assets; and (ix) render regular reports to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities. Upon written request, the The Subadvisor shall also make recommendations to Diversified as to the manner in which voting rights, rights to consent to corporate ~~actions~~ action and any other rights pertaining to the Portfolio's securities ~~comprising the Assets~~ shall be exercised~~. Diversified, however, will assume the responsibility for the actual voting of any voting rights~~. Should the Board of Trustees at any time ~~establish an~~ make any definite determination as to investment policy with respect to the ~~Assets~~ Portfolio and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. The initial Statement of Investment Policy and Guidelines is attached hereto as Appendix I. The Subadvisor shall take, on behalf of the ~~Assets~~Portfolio, all actions which it deems necessary to implement the investment policies determined as provided ~~above with respect to the Assets~~above, and in particular to place all orders for the purchase or sale of Portfolio securities for the Portfolio's account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an the agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. Subject to the primary objective of obtaining the best available prices and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide ~~research~~ statistical, factual and ~~brokerage~~ financial information and services to the ~~Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934~~Portfolio, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with ~~broker~~brokers/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which the Subadvisor is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the Rules of the Securities and Exchange Commission and the NASD. On occasions when Subadvisor deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of Subadvisor, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's overall responsibilities with respect to the Portfolio and to other funds and clients for which the Subadvisor exercises investment discretion.the

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Diversified Investors Funds Group)

Duties of the Subadvisor. ~~In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints~~ The Advisor employs the Subadvisor to ~~perform the portfolio investment advisory services described herein for~~ manage the investment and reinvestment of such ~~amount~~ portion, if any, of the ~~Portfolio's~~ Funds’ assets as is ~~determined~~ designated by the Advisor from time to ~~time by the Portfolio's Board of Trustees and communicated~~ time, and, with respect to ~~the Subadvisor in writing ("Assets")~~such assets, ~~subject~~ to the control and direction of Diversified and the Diversified Investors Portfolios' Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and Subadviser is prohibited from directly or indirectly consulting with any other Subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the Assets. The Subadvisor 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 shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's then-current Registration Statement on Form N-1A. In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review, ~~supervise~~ supervise, and ~~implement~~ administer the investment program ~~for~~ of the ~~Assets; (ii) monitor regularly the relevant securities for the Assets~~ Funds, to determine ~~if adjustments are warranted and, if so, to make such adjustments; (iii) determine,~~ in the Subadvisor~~'s discretion,~~ ’s discretion the securities to be purchased or sold or exchanged in order to keep the Assets in balance with the designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the Assets; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the Assets; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all Assets on the last day of such month, rates of return, and (c) such other information relating to the Assets as Diversified may reasonably request; (vii) meet at least four times per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversifiedsold, to ~~discuss general economic conditions, performance, investment strategy, and other matters relating to the Assets; (viii)~~ provide the ~~Portfolio, as reasonably requested by Diversified,~~ Advisor and the Trust with records concerning the Subadvisor's ’s activities which the ~~Portfolio~~ Trust is required ~~by law~~ to ~~maintain with respect~~ maintain, and to ~~the Assets; and (ix)~~ render regular reports to the ~~Portfolio's~~ Advisor and to the Trust’s officers and ~~Directors~~ Trustees concerning the Subadvisor's ’s discharge of the foregoing responsibilities. ~~Upon~~ The Subadvisor shall discharge the foregoing responsibilities subject to the Advisor’s oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish and provide to the Subadvisor in writing, and in compliance with the objectives, policies, and limitations for each such Fund set forth in the Trust’s current registration statement as amended from time to time and made available to the Subadvisor together with written ~~request~~notification and applicable laws and regulations. The Subadvisor accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. In the event that the Subadvisor is appointed to manage only a portion of a Fund’s assets, then the Subadvisor’s duties and responsibilities shall be limited to only the portion designated for its investment advisory services and the Subadvisor shall ~~also make recommendations~~ have no responsibility for the management of any other assets of the Fund, nor for coordinating or monitoring the overall Fund compliance with applicable Fund-wide limitations or restrictions. The Advisor will instruct the Trust’s Custodian(s) to ~~Diversified as~~ hold and/or transfer the Funds’ assets in accordance with Proper Instructions received from the Subadvisor. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s), but generally refers to a writing by the representatives of the Subadvisor who have been authorized by the Trust’s Board from time to time to provide instructions to the ~~manner~~ Trust’s Custodian. For the purpose of clarification, “Proper Instructions” can be instructions in ~~which voting rights~~any format, ~~rights to consent to corporate actions~~ including without limitation electronic instructions, that are agreed upon by the Subadvisor and ~~any other rights pertaining~~ the Trust’s Custodian.) The Subadvisor is authorized on behalf of the Funds, and consistent with the investment discretion delegated to the ~~securities comprising~~ Subadvisor herein, to: (i) enter into agreements and execute any documents required to meet the ~~Assets shall~~ obligations of the Trust with respect to any investments made for the Funds. Such documentation includes but may not be ~~exercised. Diversified~~limited to any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, will assume the responsibility for the actual voting of any voting rights. Should the Board of Trustees at any time establish an investment policy with respect to the Assets and notify the Subadvisor thereof in writing, that (a) the Subadvisor shall be ~~bound~~ responsible for ensuring that any such representations are accurate and consistent with the relevant Fund’s investment policies and other governing documents; (b) the Subadvisor shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by a Fund under such ~~determination~~ documentation; and (c) the Subadvisor shall immediately notify the Advisor of any event of default, potential event of default or termination event affecting a Fund under such documentation. The Subadvisor further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the ~~period~~Funds, ~~if any~~(ii) deliver or accept delivery of, ~~specified~~ upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Funds; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Funds with respect to any investments made by the Subadvisor pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Advisor, any such deposit margin or collateral shall be effected by transfer or segregation within an account maintained for the Funds by its custodian subject to control agreement, acceptable in form and substance to the Advisor, pursuant to which such ~~notice~~ custodian agrees and accepts entitlement, orders or ~~until similarly notified that~~ instructions from the secured party with respect to such ~~policy has been revoked~~margin or collateral. The Subadvisor shall ~~take~~not have the authority to cause the Advisor or the Trust to deliver securities or other property, ~~on behalf~~ or pay cash to the Subadvisor other than payment of the ~~Assets, all actions which it deems necessary to implement the investment policies determined as~~ management fee provided ~~above with respect to the Assets, and~~ for in ~~particular to place all orders~~ this Agreement. The Subadvisor will not be responsible for the ~~purchase or sale~~ cost of securities ~~for the Portfolio's account~~ or brokerage commissions or costs associated with ~~brokers~~ gaining access to foreign markets or dealers selected by it, and to that end the Subadvisor is authorized as an agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. Subject to the primary objective of obtaining the best available prices and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide research and brokerage services to the Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which the Subadvisor is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is Trust expenses except as specified in compliance with the Rules of the Securities and Exchange Commission and the NASD. On occasions when Subadvisor deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of Subadvisor, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's overall responsibilities with respect to the Portfolio and to other funds and clients for which the Subadvisor exercises investment discretionthis Agreement.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Steben Alternative Investment Funds)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the discretionary portfolio investment advisory services described herein for the investment and reinvestment of such amount of the Portfolio's assets ~~as is determined from time to time by the Portfolio's Board of Trustees and communicated to the Subadvisor in writing~~ ("Assets"), subject to the control and direction of Diversified and the Diversified Investors Portfolios' Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and Subadviser is prohibited from directly or indirectly consulting with any other Subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the Assets. The Subadvisor 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 shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's then-current Registration Statement on Form N-1A. In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review, supervise and implement the investment program for the Assets; (ii) monitor regularly the relevant securities for the Assets to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the Subadvisor's discretion, the securities to be purchased or sold or exchanged in order to keep the Assets in balance with the designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the Assets; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the Assets; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all Assets on the last day of such month, rates of return, and (c) such other information relating to the Assets as Diversified may reasonably request; (vii) meet at least four times per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the Assets; (viii) provide the Portfolio, as reasonably requested by Diversified, with records concerning the Subadvisor's activities which the Portfolio is required by law to maintain with respect to the Assets; and (ix) render regular reports to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities. ~~Upon written request,~~ Subadvisor will send Diversified an inventory of the ~~Subadvisor shall~~ investments of the Portfolio as soon as reasonably possible after the end of each monthly or quarterly period. This report will also ~~make recommendations to Diversified as to~~ contain investment results. The calculation of investment results will commence on the ~~manner~~ earlier of (a) the last business day of the month following the month in which the funds are received or (b) the last business day of the month in which the Assets have been structured by Subadvisor in accordance with Diversified's investment guidelines and objectives. Copies of confirmations of transactions executed will be sent promptly to Diversified's custodian. Subadvisor does not assume responsibility for the accuracy of information furnished by Diversified or any other party. Decisions on proxy voting rights, rights to consent to corporate ~~actions~~ action and any other rights pertaining to the securities comprising the ~~Assets shall~~ Portfolio will be ~~exercised.~~ made and exercised by the Subadvisor unless reserved to Diversified~~, however, will assume the responsibility for the actual voting of any voting rights~~. Should the Board of Trustees at any time establish an investment policy with respect to the Assets and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. The Subadvisor shall take, on behalf of the Assets, all actions which it deems necessary to implement the investment policies determined as provided above with respect to the Assets, and in particular to place all orders for the purchase or sale of securities for the Portfolio's account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. Subject to the primary objective of obtaining the best available prices and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide research and brokerage services to the Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which ~~the Subadvisor~~ Allegiance Investment Management, LLC is investment advisor (but not a Subadvisor) shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the Rules of the Securities and Exchange Commission and the ~~NASD. On occasions when Subadvisor deems the purchase or sale~~ National Association of ~~a security to be in the best interest of the Portfolio as well as other clients of Subadvisor~~Securities Dealers, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Inc. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's overall responsibilities with respect to the Portfolio and to other funds and clients for which the Subadvisor exercises investment discretion.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Diversified Investors Funds Group I)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio investment advisory services described herein for the investment and reinvestment of ~~such amount of~~ the Portfolio's ~~assets as is determined from time to time by the Portfolio's Board of Trustees and communicated to the Subadvisor in writing ("Assets")~~assets, subject to the control and direction of Diversified and the Diversified Investors Portfolios' Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and Subadviser is prohibited from directly or indirectly consulting with any other Subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the ~~Assets~~Portfolio's assets. The Subadvisor 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~~ assets of the Portfolio shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's then-current ~~Registration~~ Prospectus and Statement ~~on Form N-1A. In particular, the Subadvisor shall, without limiting the foregoing:~~ of Additional Information (i) continuously review, supervise and implement the investment program for the Assets; (ii) monitor regularly the relevant securities for the Assets to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the Subadvisor's discretion, the securities to be purchased or sold or exchanged in order to keep the Assets in balance with the designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the Assets; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the Assets; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all Assets on the last day of such month, rates of return, and (c) such other information relating to the Assets as Diversified may reasonably request; (vii) meet at least four times per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the Assets; (viii) provide the Portfolio, as reasonably requested by Diversified, with records concerning the Subadvisor's activities which the Portfolio is required by law to maintain with respect to the Assets; and (ix) render regular reports to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities"SAI"). ~~Upon written request, the~~ The Subadvisor shall also make recommendations to Diversified as to the manner in which voting rights, rights to consent to corporate ~~actions~~ action and any other rights pertaining to the Portfolio's securities ~~comprising the Assets~~ shall be exercised~~. Diversified, however, will assume the responsibility for the actual voting of any voting rights~~. Should the Board of Trustees at any time ~~establish an~~ make any definite determination as to investment policy with respect to the ~~Assets~~ Portfolio and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. The Subadvisor shall take, on behalf of the ~~Assets~~Portfolio, all actions which it deems necessary to implement the investment policies determined as provided ~~above with respect to the Assets~~above, and in particular to place all orders for the purchase or sale of Portfolio securities for the Portfolio's account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an the agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. Subject to the primary objective of obtaining the best available prices and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide ~~research and brokerage services to the Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934~~statistical, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which the Subadvisor is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the Rules of the Securities and Exchange Commission and the NASD. On occasions when Subadvisor deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of Subadvisor, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. factual Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's overall responsibilities with respect to the Portfolio and to other funds and ~~clients~~ separate accounts for which the Subadvisor exercises investment discretion.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Diversified Investors Portfolios)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio investment advisory services described herein for the investment and reinvestment of ~~such amount of~~ the Portfolio's ~~assets as is determined from time to time by the Portfolio's Board of Trustees and communicated to the Subadvisor in writing ("Assets")~~assets, subject to the control and direction of Diversified and the Diversified Investors Portfolios' Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and Subadviser is prohibited from directly or indirectly consulting with any other Subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the ~~Assets~~Portfolio's assets. The Subadvisor 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~~ assets of the Portfolio shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's then-current Registration Statement on Form N-1A. 2 In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review, supervise and implement the investment program ~~for~~ of the ~~Assets~~Portfolio; (ii) monitor regularly the relevant securities for the ~~Assets~~ Portfolio to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the Subadvisor's discretion, the securities to be purchased or sold or exchanged in order to keep the ~~Assets~~ Portfolio in balance with ~~the~~ its designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the ~~Assets~~Portfolio's securities; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the ~~Assets~~Portfolio; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all ~~Assets~~ assets of the Portfolio on the last day of such month, rates of return, and (c) such other information relating to the ~~Assets~~ Portfolio as Diversified may reasonably request; (vii) meet at least four times per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the ~~Assets~~Portfolio; (viii) provide the ~~Portfolio, as reasonably requested by Diversified,~~ Portfolio with records concerning the Subadvisor's activities which the Portfolio is required by law to ~~maintain with respect to the Assets~~maintain; and (ix) render regular reports to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities. ~~Upon written request, the~~ The Subadvisor shall ~~also make recommendations to Diversified as to the manner~~ review all proxy solicitation materials and be responsible for voting all proxies in ~~which voting rights, rights to consent to corporate actions and any other rights pertaining~~ relation to the securities ~~comprising~~ held in the ~~Assets~~ Portfolio. The Subadvisor shall ~~be exercised. Diversified, however, will assume~~ provide the ~~responsibility for~~ Portfolio with quarterly reports of all proxies voted by the ~~actual voting of any voting rights~~Subadvisor. Should the Board of Trustees at any time ~~establish an~~ make any definite determination as to investment policy with respect to the ~~Assets~~ Portfolio and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. The Subadvisor shall take, on behalf of the ~~Assets~~Portfolio, all actions which it deems necessary to implement the investment policies determined as provided ~~above with respect to the Assets~~above, and in particular to place all orders for the purchase or sale of Portfolio securities for the Portfolio's account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an the agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. Subject to the primary objective of obtaining the best available prices and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide ~~research~~ statistical, factual and ~~brokerage~~ financial information and services to the ~~Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934~~Portfolio, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which the Subadvisor is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the Rules of the Securities and Exchange Commission and the NASD. On occasions when Subadvisor deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of Subadvisor, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's overall responsibilities with respect to the Portfolio and to other funds and clients for which the Subadvisor exercises investment discretion.and

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Diversified Investors Portfolios)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio investment advisory services described herein for the investment and reinvestment of such amount of the Portfolio's assets as is determined from time to time by the Portfolio's Board of Trustees and communicated in writing to the ~~Subadvisor in writing ("Assets")~~Subadvisor, subject to the control and direction of Diversified and the Diversified Investors Portfolios' Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and Subadviser is prohibited from directly or indirectly consulting with any other Subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time reasonably consider necessary for the proper supervision of the ~~Assets~~Subadvisor's portion of the Portfolio's assets. The Subadvisor 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~~ assets of the Portfolio under the control of the Subadvisor shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's then-current Registration Statement on Form N-1A. In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review, supervise and implement the investment program ~~for~~ of the ~~Assets~~2 Portfolio under their control; (ii) monitor regularly the relevant securities for the ~~Assets~~ Portfolio to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the Subadvisor's discretion, the securities to be purchased or sold or exchanged in order to keep the ~~Assets~~ Portfolio in balance with ~~the~~ its designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the ~~Assets~~Portfolio's securities; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the ~~Assets~~Portfolio; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all ~~Assets~~ assets of the Portfolio on the last day of such month, rates of return, and (c) such other information relating to the ~~Assets~~ Portfolio as Diversified may reasonably request; (vii) meet at least four times per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the ~~Assets~~Portfolio; (viii) provide the ~~Portfolio, as reasonably requested by Diversified,~~ Portfolio with records concerning the Subadvisor's activities which the Portfolio is required by law to maintain ~~with respect to the Assets~~as requested in writing; and (ix) render regular reports as requested to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities. ~~Upon written request, the~~ The Subadvisor shall also make recommendations to Diversified as to the manner in which voting rights, rights to consent to corporate ~~actions~~ action and any other rights pertaining to the Portfolio's securities ~~comprising the Assets~~ shall be exercised~~. Diversified~~, ~~however, will assume the responsibility~~ and Subadvisor shall be responsible for ~~the actual voting of any voting rights~~effecting such recommendations. Should the Board of Trustees at any time ~~establish an~~ make any definite determination as to investment policy with respect to the ~~Assets~~ Portfolio and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified in writing that such policy has been revoked. The initial Statement of Investment Policy and Guidelines is attached hereto as Appendix I ("Guidelines"). The Subadvisor shall take, on behalf of the ~~Assets~~Portfolio, all actions which it deems necessary to implement the investment policies determined as provided ~~above with respect to the Assets~~above, and in particular to place all orders for the purchase or sale of Portfolio securities for the Portfolio's account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an the agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. Subject to the primary objective of obtaining ~~the~~ best ~~available prices and~~ execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide ~~research~~ statistical, factual and ~~brokerage~~ financial information and services to the ~~Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934~~Portfolio, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which the Subadvisor is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the Rules of the Securities and Exchange Commission and the NASD. On occasions when Subadvisor deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of Subadvisor, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's overall responsibilities with respect to the Portfolio and to other funds and clients for which the Subadvisor exercises investment discretion.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Diversified Investors Portfolios)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio ~~investment advisory~~ management services described herein for the investment and reinvestment of ~~such amount~~ that portion of the Portfolio's assets ~~as is determined from time to time by~~ (the ~~Portfolio's Board of Trustees and communicated~~ "Assets") allocated to the Subadvisor ~~in writing ("Assets")~~by Diversified, subject to the control and direction of Diversified and the ~~Diversified Investors Portfolios'~~ Portfolio's Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and Subadviser is prohibited from directly or indirectly consulting with any other Subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the Assets. The Subadvisor 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~~ shall be held uninvested, subject always to the provisions of the Investment Company Act of 1940, as amended ("1940 ~~Act~~ Act"), and to the Portfolio's then-current ~~Registration~~ Prospectus and Statement ~~on Form N-1A.~~ of Additional Information ("SAI"). In particular, the Subadvisor shall~~, without limiting the foregoing~~: (i) continuously review, supervise and ~~implement~~ administer the investment program ~~for~~ of the ~~Assets~~Portfolio; (ii) monitor regularly the relevant securities for the ~~Assets~~ Portfolio to determine if adjustments are warranted and, if so, to make such ~~adjustments~~adjustments on a periodic basis; (iii) determine, in the Subadvisor's discretion, the securities to be purchased or sold or exchanged in order to keep the ~~Assets~~ Portfolio in balance with ~~the~~ its designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the ~~Assets~~Portfolio's securities; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the ~~Assets~~Portfolio; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all Assets on the last day of such month, rates of return, and (c) such other information relating to the ~~Assets~~ Portfolio as Diversified may ~~reasonably~~ request; (vii) meet at least four times per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the ~~Assets~~Portfolio; (viii) provide the ~~Portfolio, as reasonably requested by Diversified,~~ Portfolio with records concerning the Subadvisor's activities which the Portfolio is required to by law ~~to maintain with respect to the Assets~~maintain; and (ix) render regular reports to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities. ~~Upon written request, the~~ The Subadvisor shall also make recommendations ~~to Diversified~~ as to the manner in which voting rights, rights to consent to corporate ~~actions~~ action and any other rights pertaining to the Portfolio's securities ~~comprising the Assets~~ shall be exercised~~. Diversified, however, will assume the responsibility for the actual voting of any voting rights~~. Should the Board of Trustees of the Portfolio at any ~~time establish an~~ time, however, make any definite determination as to investment policy ~~with respect to the Assets~~ and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such ~~policy~~ determination has been revoked. The Subadvisor shall take, on behalf of the ~~Assets~~Portfolio, all actions which it deems necessary to implement the investment policies determined as provided ~~above with respect to the Assets~~above, and in particular to place all orders for the purchase or sale of Portfolio securities for the Portfolio's account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an the agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. ~~Subject to~~ In connection with the ~~primary objective~~ selection of ~~obtaining the best available prices~~ such brokers or dealers and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide research and brokerage services to the Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which the Subadvisor is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such ~~orders~~ orders, the Subadvisor is directed to seek for the Portfolio, in ~~compliance with the Rules of the Securities and Exchange Commission and the NASD. On occasions when Subadvisor deems the purchase or sale of a security to be~~ its best judgment, prompt execution in the best interest of the Portfolio as well as other clients of Subadvisor, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain an effective manner at the most favorable ~~price or lower brokerage commissions and efficient execution~~price. ~~In such event, allocation~~ Subject to this requirement of ~~the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be~~ seeking the most ~~equitable~~ favorable price, securities may be bought from or sold to broker-dealers who have furnished statistical, research and ~~consistent with its fiduciary obligations~~ other information or services to the ~~Portfolio and to such other clients. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of~~ Subadvisor or the Portfolio, ~~the Subadvisor may pay a member of an exchange~~subject to any applicable laws, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage rules and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's overall responsibilities with respect to the Portfolio and to other funds and clients for which the Subadvisor exercises investment discretionregulations.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Diversified Investors Portfolios)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio investment advisory services described herein for the investment and reinvestment of such amount of the Portfolio's assets as is determined from time to time by ~~the Portfolio's Board of Trustees and communicated to the Subadvisor in writing ("Assets")~~Diversified, subject to the control and direction of Diversified and the Diversified Investors Portfolios' Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and Subadviser is prohibited from directly or indirectly consulting with any other Subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the ~~Assets~~Portfolio's assets. The Subadvisor 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~~ assets of the Portfolio shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's then-current ~~Registration~~ Prospectus and Statement ~~on Form N-1A.~~ of Additional Information ("SAI"). In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review, supervise and implement the investment program ~~for~~ of the ~~Assets~~Portfolio; (ii) monitor regularly the relevant securities for the ~~Assets~~ Portfolio to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the Subadvisor's discretion, the securities to be purchased or sold or exchanged in order to keep the ~~Assets~~ Portfolio in balance with ~~the~~ its designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the ~~Assets~~Portfolio's securities; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the ~~Assets~~Portfolio; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all ~~Assets~~ assets of the Portfolio on the last day of such month, rates of return, and (c) such other information relating to the ~~Assets~~ Portfolio as Diversified may reasonably request; (vii) meet at least four times per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the ~~Assets~~Portfolio; (viii) provide the ~~Portfolio, as reasonably requested by Diversified,~~ Portfolio with records concerning the Subadvisor's activities which the Portfolio is required to by law ~~to maintain with respect to the Assets~~maintain; and (ix) render regular reports to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities. ~~Upon written request, the~~ The Subadvisor shall also make recommendations to Diversified as to the manner in which voting rights, rights to consent to corporate ~~actions~~ action and any other rights pertaining to the Portfolio's securities ~~comprising the Assets~~ shall be exercised~~. Diversified, however, will assume the responsibility for the actual voting of any voting rights~~. Should the Board of Trustees at any time ~~establish an~~ make any definite determination as to investment policy with respect to the ~~Assets~~ Portfolio and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. The Subadvisor shall take, on behalf of the ~~Assets~~Portfolio, all actions which it deems necessary to implement the investment policies determined as provided ~~above with respect to the Assets~~above, and in particular to place all orders for the purchase or sale of Portfolio securities for the Portfolio's account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an the agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. ~~Subject to~~ In connection with the ~~primary objective~~ selection of ~~obtaining the best available prices~~ such brokers or dealers and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide research and brokerage services to the Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which the Subadvisor is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such ~~orders~~ orders, the Subadvisor is directed to seek for the Portfolio, in ~~compliance with the Rules of the Securities and Exchange Commission and the NASD. On occasions when Subadvisor deems the purchase or sale of a security to be~~ its best judgment, prompt execution in the best interest of the Portfolio as well as other clients of Subadvisor, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain an effective manner at the most favorable ~~price or lower brokerage commissions and efficient execution~~price. ~~In such event, allocation~~ Subject to this requirement of ~~the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be~~ seeking the most ~~equitable~~ favorable price, securities may be bought from or sold to broker-dealers who have furnished statistical, research and ~~consistent with its fiduciary obligations~~ other information or services to the ~~Portfolio and to such other clients. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of~~ Subadvisor or the Portfolio, ~~the Subadvisor may pay a member of an exchange~~subject to any applicable laws, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage rules and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's overall responsibilities with respect to the Portfolio and to other funds and clients for which the Subadvisor exercises investment discretionregulations.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Diversified Investors Strategic Allocation Funds)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio investment advisory services described herein for the investment and reinvestment of ~~such amount of~~ the Portfolio's ~~assets as is determined from time to time by the Portfolio's Board of Trustees and communicated to the Subadvisor in writing ("Assets")~~assets, subject to the control and direction of Diversified and the Diversified Investors Portfolios' Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and Subadviser is prohibited from directly or indirectly consulting with any other Subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the ~~Assets~~Portfolio's assets. The Subadvisor 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~~ assets of the Portfolio shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's then-current Registration Statement on Form N-1A. In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review, supervise and implement the investment program ~~for~~ of the ~~Assets~~Portfolio; (ii) monitor regularly the relevant securities for the ~~Assets~~ Portfolio to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the Subadvisor's discretion, the securities to be purchased or sold or exchanged in order to keep the ~~Assets~~ Portfolio in balance with ~~the~~ its designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the ~~Assets~~Portfolio's securities; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the ~~Assets~~Portfolio; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all ~~Assets~~ assets of the Portfolio on the last day of such month, rates of return, and (c) such other information relating to the ~~Assets~~ Portfolio as Diversified may reasonably request; (vii) meet at least four times per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the ~~Assets~~Portfolio; (viii) provide the ~~Portfolio, as reasonably requested by Diversified,~~ Portfolio with records concerning the Subadvisor's activities which the Portfolio is required by law to ~~maintain with respect to the Assets~~maintain; and (ix) render regular reports to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities. ~~Upon written request, the~~ The Subadvisor shall ~~also make recommendations to Diversified as to the manner~~ review all proxy solicitation materials and be responsible for voting all proxies in ~~which voting rights, rights to consent to corporate actions and any other rights pertaining~~ relation to the securities ~~comprising~~ held in the ~~Assets~~ Portfolio. The Subadvisor shall ~~be exercised. Diversified, however, will assume~~ provide the ~~responsibility for~~ Portfolio with quarterly reports of all proxies voted by the ~~actual voting of any voting rights~~Subadvisor. Should the Board of Trustees at any time ~~establish an~~ make any definite determination as to investment policy with respect to the ~~Assets~~ Portfolio and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. The Subadvisor shall take, on behalf of the ~~Assets~~Portfolio, all actions which it deems necessary to implement the investment policies determined as provided ~~above with respect to the Assets~~above, and in particular to place all orders for the purchase or sale of Portfolio securities for the Portfolio's account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an the agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. Subject to the primary objective of obtaining the best available prices and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide ~~research~~ statistical, factual and ~~brokerage~~ financial information and services to the ~~Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934~~Portfolio, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which ~~the Subadvisor~~ Payden & Rygel is ~~investment advisor~~ investmxxx xxvisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the Rules of the Securities and Exchange Commission and the ~~NASD. On occasions when Subadvisor deems the purchase or sale~~ National Association of ~~a security to be in the best interest of the Portfolio as well as other clients of Subadvisor~~Securities Dealers, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Inc. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's overall responsibilities with respect to the Portfolio and to other funds and ~~clients~~ separate accounts for which the Subadvisor exercises investment discretion.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Diversified Investors Funds Group Ii)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio investment advisory services described herein for the investment and reinvestment of such amount of the Portfolio's assets as is determined from time to time by the Portfolio's Board of Trustees and communicated to the Subadvisor in writing ("Assets"), subject to the control and direction of Diversified and the Diversified Investors Portfolios' Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and ~~Subadviser~~ Subadvisor is prohibited from directly or indirectly consulting with any other ~~Subadviser~~ subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider reasonably necessary for the proper supervision of the Assets. The Subadvisor 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 shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's then-current Registration Statement on Form N-1A. In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review, supervise and implement the investment program for the Assets; (ii) monitor regularly the relevant securities for the Assets to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the Subadvisor's discretion, the securities to be purchased or sold or exchanged in order to keep the Assets in balance with the designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the Assets; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the Assets; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all Assets on the last day of such month, rates of return, and (c) such other information relating to the Assets as Diversified may reasonably request; (vii) meet at least four times per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the Assets; (viii) provide the Portfolio, as reasonably requested by Diversified, with records concerning the Subadvisor's activities which the Portfolio is required by law to maintain with respect to the Assets; and (ix) render regular reports to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities. Upon ~~written~~ request, the Subadvisor shall also make recommendations to Diversified as to the manner in which voting rights, rights to consent to corporate actions and any other rights pertaining to the securities comprising the Assets shall be exercised. Diversified, however, will assume the responsibility for the actual voting of any voting rights. Should the Board of Trustees at any time establish an investment policy with respect to the Assets and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the future period, if any, specified in such notice or until similarly notified that such policy has been revoked. The Subadvisor shall take, on behalf of the Assets, all actions which it deems necessary to implement the investment policies determined as provided above with respect to the Assets, and in particular to place all orders for the purchase or sale of securities for the Portfolio's account with brokers or dealers selected by it, including affiliates of Subadvisor in accordance with applicable law, and to that end the Subadvisor is authorized as an agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. Subject to the primary objective of obtaining the best available ~~prices and~~ execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide research and brokerage services to the Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which the Subadvisor is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the Rules of the Securities and Exchange Commission and the NASD. On occasions when Subadvisor deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of Subadvisor, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's overall responsibilities with respect to the Portfolio and to other funds and clients for which the Subadvisor exercises investment discretion.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Diversified Investors Funds Group Ii)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio investment advisory services described herein for the investment and reinvestment of such amount of the Portfolio's assets as is determined from time to time by the Portfolio's Board of Trustees ~~and communicated to the Subadvisor in writing~~ ("Assets"), subject to the control and direction of Diversified and the Diversified Investors Portfolios' Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets ~~and Subadviser~~ and, to the extent required under applicable law, Subadvisor is prohibited from directly or indirectly consulting with any other ~~Subadviser~~ subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the Assets. The Subadvisor 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 shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's then-current Registration Statement on Form N-1A. In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review, supervise and implement the investment program for the Assets; (ii) monitor regularly the relevant securities for the Assets to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the Subadvisor's discretion, the securities and instruments to be purchased or sold or exchanged in ~~order~~ seeking to ~~keep~~ achieve the ~~Assets in balance with~~ investment objective and strategy applicable to the ~~designated investment strategy~~assets; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the Assets; (v) determine, in the Subadvisor's discretion, whether to sell or dispose of securities in the ~~merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the Assets~~Subadvisor's sole discretion; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all Assets on the last day of such month, rates of return, and (c) such other information relating to the Assets as Diversified may reasonably request; (vii) meet ~~at least~~ in person once annually, and participate four times per year via telephone conference calls, with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the Assets; (viii) provide the Portfolio, as reasonably requested by Diversified, with records concerning the Subadvisor's activities which the Portfolio is required by law to maintain with respect to the Assets; and (ix) render regular reports to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities. ~~Upon written request~~The Subadvisor may execute account documentation, agreements, contracts and other documents requested by brokers, dealers, counterparties and other persons in connection with its management of the ~~Subadvisor shall also make recommendations to~~ Portfolio. Diversified ~~as to the manner in which voting rights, rights to consent to corporate actions and any other rights pertaining to the securities comprising the Assets shall be exercised. Diversified, however,~~ will assume the responsibility for the actual voting of any voting rights. Should the Board of Trustees at any time establish an investment policy with respect to the Assets and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. In any such case, Diversified shall ensure that the Portfolio's prospectus and statement of additional information (collectively, "Prospectus") are revised as necessary to reflect such investment policies. The Subadvisor shall take, on behalf of the Assets, all actions which it deems necessary to implement the investment policies determined as provided above with respect to the Assets, and in particular to place all orders for the purchase or sale of securities for the Portfolio's account with brokers or dealers selected by it, including brokers or dealers affiliated with Subadvisor, and to that end the Subadvisor is authorized as an agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. Subject to the primary objective of obtaining the best ~~available prices and~~ execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide research and brokerage services to the Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which ~~the~~ Subadvisor is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the Rules of the Securities and Exchange Commission and the ~~NASD. On occasions when Subadvisor deems the purchase or sale~~ National Association of ~~a security to be in the best interest of the Portfolio as well as other clients of Subadvisor~~Securities Dealers, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's overall responsibilities with respect to the Portfolio and to other funds and clients for which the Subadvisor exercises investment discretion.Inc.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Diversified Investors Strategic Variable Funds)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and ~~Diversified~~Advisor, attached hereto as Schedule A (the "“Advisory Agreement"”), ~~Diversified~~ Advisor hereby appoints the Subadvisor to perform the portfolio investment advisory services described herein for the investment and reinvestment of such amount of the Portfolio's ’s assets as is determined from time to time by the Portfolio's ’s Board of ~~Trustees and communicated to the Subadvisor in writing ("Assets")~~Trustees, subject to the control and direction of ~~Diversified~~ Advisor and the Diversified Investors ~~Portfolios'~~ Portfolio’s Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and Subadviser is prohibited from directly or indirectly consulting with any other Subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide ~~Diversified~~ Advisor with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the ~~Assets~~Portfolio’s assets. The Subadvisor 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~~ assets of the Portfolio shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's ’s then-current ~~Registration~~ Prospectus and Statement ~~on Form N-1A.~~ of Additional Information (“SAI”). In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review, supervise and implement the investment program ~~for~~ of the ~~Assets~~Portfolio; (ii) monitor regularly the relevant securities for the ~~Assets~~ Portfolio to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the Subadvisor's ’s discretion, the securities to be purchased or sold or exchanged in order to keep the ~~Assets~~ Portfolio in balance with ~~the~~ its designated investment strategy; (iv) determine, in the Subadvisor's ’s discretion, whether to exercise warrants or other rights with respect to the ~~Assets~~Portfolio’s securities; (v) determine, in the Subadvisor's ’s discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the ~~Assets~~Portfolio; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all ~~Assets~~ assets of the Portfolio on the last day of such month, rates of return, and (c) such other information relating to the ~~Assets~~ Portfolio as ~~Diversified~~ Advisor may reasonably request; (vii) meet in person at least ~~four times~~ once per year and communicate once a month by telephone with ~~Diversified~~ Advisor and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of ~~Diversified~~Advisor, to discuss general economic conditions, performance, investment strategy, and other matters relating to the ~~Assets~~Portfolio; (viii) provide the ~~Portfolio, as reasonably requested by Diversified,~~ Portfolio with records concerning the Subadvisor's ’s activities which the Portfolio is required to by law ~~to maintain with respect to the Assets; and (ix) render regular reports to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities~~maintain. ~~Upon written request, the~~ The Subadvisor shall ~~also make recommendations to Diversified as to the manner~~ review all proxy solicitation materials and be responsible for voting all proxies in ~~which voting rights, rights to consent to corporate actions and any other rights pertaining~~ relation to the securities ~~comprising~~ held in the ~~Assets shall be exercised. Diversified, however, will assume the responsibility for the actual voting of any voting rights~~Portfolio. Should the Board of Trustees at any time ~~establish an~~ make any definite determination as to investment policy with respect to the ~~Assets~~ Portfolio and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. However, should the investment policy change mandated by the Board of Trustees be such that the Portfolio no longer constitutes a large cap portfolio then the Subadvisor may terminate its services immediately upon written notice notwithstanding the termination provisions of Section 6 of this Agreement. The Subadvisor shall take, on behalf of the ~~Assets~~Portfolio, all actions which it deems necessary to implement the investment policies determined as provided ~~above with respect to the Assets~~above, and in particular to place all orders for the purchase or sale of Portfolio securities for the Portfolio's ’s account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an the agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. Subject to the primary objective of obtaining the best available prices and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide ~~research~~ statistical, factual and ~~brokerage~~ financial information and services to the ~~Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934~~Portfolio, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which the Subadvisor is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the Rules of the Securities and Exchange Commission and the NASD. On occasions when Subadvisor deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of Subadvisor, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's ’s overall responsibilities with respect to the Portfolio and to other funds and ~~clients~~ separate accounts for which the Subadvisor exercises investment discretion.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Diversified Investors Portfolios)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio investment advisory services described herein for the investment and reinvestment of such amount of the Portfolio's assets as is determined from time to time by ~~the Portfolio's Board of Trustees and communicated to the Subadvisor in writing ("Assets")~~Diversified, subject to the control and direction of Diversified and the Diversified Investors Portfolios' Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and Subadviser is prohibited from directly or indirectly consulting with any other Subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the ~~Assets~~Portfolio's assets. The Subadvisor 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~~ assets of the Portfolio shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's then-current Registration Statement on Form N-1A. 2 In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review, supervise and implement the investment program ~~for~~ of the ~~Assets~~Portfolio; (ii) monitor regularly the relevant securities for the ~~Assets~~ Portfolio to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the Subadvisor's discretion, the securities to be purchased or sold or exchanged in order to keep the ~~Assets~~ Portfolio in balance with ~~the~~ its designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the ~~Assets~~Portfolio's securities; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the ~~Assets~~Portfolio; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all ~~Assets~~ assets of the Portfolio on the last day of such month, rates of return, and (c) such other information relating to the ~~Assets~~ Portfolio as Diversified may reasonably request; (vii) meet at least four times per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the ~~Assets~~Portfolio; (viii) provide the ~~Portfolio, as reasonably requested by Diversified,~~ Portfolio with records concerning the Subadvisor's activities which the Portfolio is required by law to ~~maintain with respect to the Assets~~maintain; and (ix) render regular reports to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities. ~~Upon written request, the~~ The Subadvisor shall ~~also make recommendations to Diversified as to the manner~~ review all proxy solicitation materials and be responsible for voting all proxies in ~~which voting rights, rights to consent to corporate actions and any other rights pertaining~~ relation to the securities ~~comprising~~ held in the ~~Assets~~ Portfolio. Diversified shall ~~be exercised~~direct the Portfolio's custodian to forward all proxies and similar materials relating to the Portfolio's securities upon receipt to the Subadvisor c/o The Proxy Department at the Bernxxxxx Xxxision of Alliance Capital Management L.P., Gateway Building, One Xxxxx Xxxxxxxxx Xxxxxx, Xxxxx Xxxxxx, Xxx Xxxx 00000, xxfording the Subadvisor reasonable time in which to determine how to vote such proxies. ~~Diversified, however, will assume~~ The Subadvisor shall provide the ~~responsibility for~~ Portfolio with Quarterly reports of all proxies voted by the ~~actual voting of any voting rights~~Subadvisor. Should the Board of Trustees at any time ~~establish an~~ make any definite determination as to investment policy with respect to the ~~Assets~~ Portfolio and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. The initial Statement of Investment Policy and Guidelines is attached hereto as Appendix I. The Subadvisor shall take, on behalf of the ~~Assets~~Portfolio, all actions which it deems necessary to implement the investment policies determined as provided ~~above with respect to the Assets~~above, and in particular to place all orders for the purchase or sale of Portfolio securities for the Portfolio's account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an the agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. Subject to the primary objective of obtaining the best available prices and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide research and brokerage services to the Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which the Subadvisor is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the Rules of the Securities and Exchange Commission and the NASD. On occasions when Subadvisor deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of Subadvisor, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's overall responsibilities with respect to the Portfolio and to other funds and clients for which the Subadvisor exercises investment discretion.the

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Diversified Investors Funds Group Ii)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio investment advisory services described herein for the investment and reinvestment of such amount of the Portfolio's assets as is determined from time to time by the Portfolio's Board of Trustees ~~and communicated to the Subadvisor in writing~~ ("Assets"), subject to the control and direction of Diversified and the Diversified Investors Portfolios' Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and Subadviser is prohibited from directly or indirectly consulting with any other Subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the Assets. The Subadvisor 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 shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's then-current Registration Statement on Form N-1A. In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review, supervise and implement the investment program for the Assets; (ii) monitor regularly the relevant securities for the Assets to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the Subadvisor's discretion, the securities to be purchased or sold or exchanged in order to keep the Assets in balance with the designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the Assets; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the Assets; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all Assets on the last day of such month, rates of return, and (c) such other information relating to the Assets as Diversified may reasonably request; (vii) meet at least four times per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the Assets; (viii) provide the Portfolio, as reasonably requested by Diversified, with records concerning the Subadvisor's activities which the Portfolio is required by law to maintain with respect to the Assets; and (ix) render regular reports to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities. ~~Upon written request, the Subadvisor~~ Diversified shall also make recommendations to Diversified as to the manner in which voting rights, rights to consent to corporate actions and any other rights pertaining to the securities comprising the Assets shall be exercised. Diversified, however, will assume the responsibility for proxy voting for all securities held in the ~~actual voting of any voting rights~~Portfolio. Should the Board of Trustees at any time establish an investment policy with respect to the Assets and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. The Subadvisor shall take, on behalf of the Assets, all actions which it deems necessary to implement the investment policies determined as provided above with respect to the Assets, and in particular to place all orders for the purchase or sale of securities for the Portfolio's account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. Subject to the primary objective of obtaining the best available prices and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide research and brokerage services to the Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which ~~the Subadvisor~~ Wellington Management Company, LLP is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the Rules of the Securities and Exchange Commission and the ~~NASD.~~ National Association of Securities Dealers, Inc. On occasions when Subadvisor deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of Subadvisor, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's overall responsibilities with respect to the Portfolio and to other funds and clients for which the Subadvisor exercises investment discretion. The Subadvisor may not consult with any other subadvisor of the Portfolio concerning transactions in securities or other assets for any investment portfolio of the Portfolio, including the Assets, except that such consultations are permitted between the current and successor subadvisors of the Portfolio in order to effect an orderly transition of subadvisory duties so long as such consultations are not concerning transactions prohibited by Section 17(a) of the 1940 Act.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Diversified Investors Strategic Variable Funds)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio ~~investment advisory~~ management services described herein for the investment and reinvestment of such amount of the Portfolio's assets as is determined from time to time by the Portfolio's Board of ~~Trustees and communicated to the Subadvisor in writing ("Assets")~~Trustees, subject to the control and direction of Diversified and the ~~Diversified Investors Portfolios'~~ Portfolio's Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and Subadviser is prohibited from directly or indirectly consulting with any other Subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the ~~Assets~~Portfolio's assets. The Subadvisor 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~~ assets of the Portfolio shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's then-current ~~Registration~~ Prospectus and Statement ~~on Form N-1A.~~ of Additional Information ("SAI"). The Subadvisor will not supervise the investment of cash. Cash in the Fund will be invested by Diversified who shall be solely responsible for the investment of such cash. 2 In particular, the Subadvisor shall~~, without limiting the foregoing~~: (i) continuously review, supervise and ~~implement~~ administer the investment program ~~for~~ of the ~~Assets~~Portfolio; (ii) monitor regularly the relevant securities for the ~~Assets~~ Portfolio to determine if adjustments are warranted and, if so, to make such ~~adjustments~~adjustments on a periodic basis; (iii) determine, in the Subadvisor's discretion, the securities to be purchased or sold or exchanged in order to keep the ~~Assets~~ Portfolio in balance with ~~the~~ its designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the ~~Assets~~Portfolio's securities; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the ~~Assets~~Portfolio; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all ~~Assets~~ assets of the Portfolio on the last day of such month, rates of return, and (c) such other information relating to the ~~Assets~~ Portfolio as the Diversified may ~~reasonably~~ request; (vii) meet at least four times per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the ~~Assets~~Portfolio; (viii) provide the ~~Portfolio, as reasonably requested by Diversified,~~ Portfolio with records concerning the Subadvisor's activities which the Portfolio is required to by law ~~to maintain with respect to the Assets~~maintain; and (ix) render regular reports to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities. Upon written request, the Subadvisor shall also make recommendations to Diversified as to the manner in which voting rights, rights to consent to corporate actions and any other rights pertaining to the securities comprising the Assets shall be exercised. Diversified, however, will assume the responsibility for the actual voting of any voting rights. Should the Board of Trustees at any time establish an investment policy with respect to the Assets and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. The Subadvisor shall take, on behalf of the ~~Assets~~Portfolio, all actions which it deems necessary to implement the investment policies determined as provided ~~above with respect to the Assets~~above, and in particular to place all orders for the purchase or sale of Portfolio securities for the Portfolio's account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an the agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. ~~Subject to~~ In connection with the ~~primary objective~~ selection of ~~obtaining the best available prices~~ such brokers or dealers and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide research and brokerage services to the Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which the Subadvisor is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such ~~orders~~ orders, the Subadvisor is directed to seek for the Portfolio, in ~~compliance with the Rules of the Securities and Exchange Commission and the NASD. On occasions when Subadvisor deems the purchase or sale of a security to be~~ its best judgment, prompt execution in the best interest of the Portfolio as well as other clients of Subadvisor, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain an effective manner at the most favorable ~~price or lower brokerage commissions and efficient execution~~price. ~~In such event, allocation~~ Subject to this requirement of ~~the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be~~ seeking the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as favorable price, securities may be ~~adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker~~ bought from or ~~dealer an amount of commission for effecting a securities transaction~~ sold to broker-dealers that charge commissions in excess of the amount of commission another ~~member of an exchange, broker or~~ broker-dealer would have charged ~~for effecting that transaction, in such instances where~~ as long as the Subadvisor ~~has determined~~ determines in good faith that such amount of commission ~~was~~ is reasonable in relation to the value of ~~the brokerage~~ statistical, research and ~~research~~ other information or services provided by such ~~member, broker or dealer, viewed in terms of either that particular transaction~~ broker-dealer to the Subadvisor or the ~~Subadvisor's overall responsibilities with respect~~ Portfolio, subject to ~~the Portfolio~~ any applicable laws, rules and ~~to other funds and clients for which the Subadvisor exercises investment discretion~~regulations.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Diversified Investors Portfolios)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio investment advisory services described herein for the investment and reinvestment of ~~such amount of~~ the Portfolio's ~~assets as is determined from time to time by the Portfolio's Board of Trustees and communicated to the Subadvisor in writing ("Assets")~~assets, subject to the control and direction of Diversified and the Diversified Investors Portfolios' Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and Subadviser is prohibited from directly or indirectly consulting with any other Subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the ~~Assets~~Portfolio's assets. The Subadvisor 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~~ assets of the Portfolio shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's then-current ~~Registration~~ Prospectus and Statement ~~on Form N-1A. In particular, the Subadvisor shall, without limiting the foregoing:~~ of Additional Information (i) continuously review, supervise and implement the investment program for the Assets; (ii) monitor regularly the relevant securities for the Assets to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the Subadvisor's discretion, the securities to be purchased or sold or exchanged in order to keep the Assets in balance with the designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the Assets; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the Assets; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all Assets on the last day of such month, rates of return, and (c) such other information relating to the Assets as Diversified may reasonably request; (vii) meet at least four times per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the Assets; (viii) provide the Portfolio, as reasonably requested by Diversified, with records concerning the Subadvisor's activities which the Portfolio is required by law to maintain with respect to the Assets; and (ix) render regular reports to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities"SAI"). ~~Upon written request, the~~ The Subadvisor shall also make recommendations to Diversified as to the manner in which voting rights, rights to consent to corporate ~~actions~~ action and any other rights pertaining to the Portfolio's securities ~~comprising the Assets~~ shall be exercised~~. Diversified, however, will assume the responsibility for the actual voting of any voting rights~~. Should the Board of Trustees at any time ~~establish an~~ make any definite determination as to investment policy with respect to the ~~Assets~~ Portfolio and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. The Subadvisor shall take, on behalf of the ~~Assets~~Portfolio, all actions which it deems necessary to implement the investment policies determined as provided ~~above with respect to the Assets~~above, and in particular to place all orders for the purchase or sale of Portfolio securities for the Portfolio's account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an the agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. ~~Subject to~~ In connection with the ~~primary objective~~ selection of ~~obtaining the best available prices~~ such brokers or dealers and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide research and brokerage services to the Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which the Subadvisor is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such ~~orders~~ orders, the Subadvisor is directed to seek for the Portfolio, in ~~compliance with the Rules of the Securities and Exchange Commission and the NASD. On occasions when Subadvisor deems the purchase or sale of a security to be~~ its best judgment, prompt execution in the best interest of the Portfolio as well as other clients of Subadvisor, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain an effective manner at the most favorable ~~price or lower brokerage commissions and efficient execution~~price. ~~In such event, allocation~~ Subject to this requirement of ~~the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be~~ seeking the most ~~equitable~~ favorable price, securities may be bought from or sold to broker-dealers who have furnished statistical, research and ~~consistent with its fiduciary obligations~~ other information or services to the ~~Portfolio and to such other clients. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of~~ Subadvisor or the Portfolio, ~~the Subadvisor may pay a member of an exchange~~subject to any applicable laws, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage rules and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's overall responsibilities with respect to the Portfolio and to other funds and clients for which the Subadvisor exercises investment discretion.regulations. 2

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Diversified Investors Portfolios)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio investment advisory services described herein for the investment and reinvestment of such amount of the Portfolio's assets as is determined from time to time by the Portfolio's Board of Trustees and communicated to the Subadvisor in writing ("Assets"), subject to the control and direction of Diversified and the Diversified Investors Portfolios' Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and ~~Subadviser~~ Subadvisor is prohibited from directly or indirectly consulting with any other ~~Subadviser~~ Subadvisor for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the Assets. The Subadvisor 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 shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's then-current Registration Statement on Form N-1A. In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review, supervise and implement the investment program for the Assets; (ii) monitor regularly the relevant securities for the Assets to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the Subadvisor's discretion, the securities to be purchased or sold or exchanged in order to keep the Assets in balance with the designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the Assets; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the Assets; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all Assets on the last day of such month, rates of return, and (c) such other information relating to the Assets as Diversified may reasonably request; (vii) meet at least four times per year with Diversified (either in person, by teleconference or video conference) and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the Assets; (viii) provide the Portfolio, as reasonably requested by Diversified, with records concerning the Subadvisor's activities which the Portfolio is required by law to maintain with respect to the Assets; and (ix) render regular reports to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities. Upon written request, the Subadvisor shall also make recommendations to Diversified as to the manner in which voting rights, rights to consent to corporate actions and any other rights pertaining to the securities comprising the Assets shall be exercised. Diversified, however, will assume the responsibility for the actual voting of any voting rights. Should the Board of Trustees at any time establish an investment policy with respect to the Assets and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. The Subadvisor shall take, on behalf of the Assets, all actions which it deems necessary to implement the investment policies determined as provided above with respect to the Assets, and in particular to place all orders for the purchase or sale of securities for the Portfolio's account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. Subject to the primary objective of obtaining the best available prices and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide research and brokerage services to the Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which the Subadvisor is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the Rules of the Securities and Exchange Commission and the NASD. On occasions when Subadvisor deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of Subadvisor, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's overall responsibilities with respect to the Portfolio and to other funds and clients for which the Subadvisor exercises investment discretion.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Diversified Investors Strategic Variable Funds)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio ~~investment advisory~~ management services described herein for the investment and reinvestment of such amount of the Portfolio's assets as is determined from time to time by the Portfolio's Board of Trustees ~~and communicated to the Subadvisor in writing~~ ("Assets"), subject to the control and direction of Diversified and the ~~Diversified Investors Portfolios'~~ Portfolio's Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and Subadviser is prohibited from directly or indirectly consulting with any other ~~Subadviser~~ subadvisor for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the ~~Assets~~Portfolio's assets. The Subadvisor 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~~ assets of the Portfolio shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's then-current ~~Registration~~ Prospectus and Statement ~~on Form N-1A.~~ of Additional Information ("SAI"). The Subadvisor will not supervise the investment of cash. In particular, the Subadvisor shall~~, without limiting the foregoing~~: (i) continuously review, supervise and ~~implement~~ administer the investment program ~~for~~ of the ~~Assets~~Portfolio; (ii) monitor regularly the relevant securities for the ~~Assets~~ Portfolio to determine if adjustments are warranted and, if so, to make such ~~adjustments~~adjustments on a periodic basis; (iii) determine, in the Subadvisor's discretion, the securities to be purchased or sold or exchanged in order to keep the ~~Assets~~ Portfolio in balance with ~~the~~ its designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the ~~Assets~~Portfolio's securities; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the ~~Assets~~Portfolio; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all ~~Assets~~ assets of the Portfolio on the last day of such month, rates of return, and (c) such other information relating to the ~~Assets~~ Portfolio as the Diversified may ~~reasonably~~ request; (vii) meet at least four times per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the ~~Assets~~Portfolio; (viii) provide the ~~Portfolio, as reasonably requested by Diversified,~~ Portfolio with records concerning the Subadvisor's activities which the Portfolio is required to by law ~~to maintain with respect to the Assets~~maintain; and (ix) render regular reports to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities. Upon written request, the Subadvisor shall also make recommendations to Diversified as to the manner in which voting rights, rights to consent to corporate actions and any other rights pertaining to the securities comprising the Assets shall be exercised. Diversified, however, will assume the responsibility for the actual voting of any voting rights. Should the Board of Trustees at any time establish an investment policy with respect to the Assets and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. The Subadvisor shall take, on behalf of the ~~Assets~~Portfolio, all actions which it deems necessary to implement the investment policies determined as provided ~~above with respect to the Assets~~above, and in particular to place all orders for the purchase or sale of Portfolio securities for the Portfolio's account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an the agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. ~~Subject to~~ In connection with the ~~primary objective~~ selection of ~~obtaining the best available prices~~ such brokers or dealers and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide research and brokerage services to the Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which the Subadvisor is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such ~~orders~~ orders, the Subadvisor is directed to seek for the Portfolio, in ~~compliance with the Rules of the Securities and Exchange Commission and the NASD. On occasions when Subadvisor deems the purchase or sale of a security to be~~ its best judgment, prompt execution in the best interest of the Portfolio as well as other clients of Subadvisor, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain an effective manner at the most favorable ~~price or lower brokerage commissions and efficient execution~~price. ~~In such event, allocation~~ Subject to this requirement of ~~the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be~~ seeking the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as favorable price, securities may be ~~adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker~~ bought from or ~~dealer an amount of commission for effecting a securities transaction~~ sold to broker-dealers that charge commissions in excess of the amount of commission another ~~member of an exchange, broker or~~ broker-dealer would have charged ~~for effecting that transaction, in such instances where~~ as long as the Subadvisor ~~has determined~~ determines in good faith that such amount of commission ~~was~~ is reasonable in relation to the value of ~~the brokerage~~ statistical, research and ~~research~~ other information or services provided by such ~~member, broker or dealer, viewed in terms of either that particular transaction~~ broker-dealer to the Subadvisor or the ~~Subadvisor's overall responsibilities with respect~~ Portfolio, subject to ~~the Portfolio~~ any applicable laws, rules and ~~to other funds and clients for which the Subadvisor exercises investment discretion~~regulations.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Diversified Investors Portfolios)

Duties of the Subadvisor. In accordance with and subject to the Investment Advisory Agreement between the Portfolio and Diversified, attached hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the Subadvisor to perform the portfolio investment advisory services described herein for the investment and reinvestment of ~~such amount of~~ the Portfolio's ~~assets as is determined from time to time by the Portfolio's Board of Trustees and communicated to the Subadvisor in writing ("Assets")~~assets, subject to the control and direction of Diversified and the Diversified Investors Portfolios' Board of Trustees, for the period and on the terms hereinafter set forth. Subadvisor's responsibility for providing investment advice to the Portfolio is limited to that discrete portion of the Portfolio represented by the Assets and Subadviser is prohibited from directly or indirectly consulting with any other Subadviser for a portion of the Portfolio's assets concerning Portfolio transactions in securities or other assets. The Subadvisor shall provide Diversified with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of the ~~Assets~~Portfolio's assets. The Subadvisor 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~~ assets of the Portfolio shall be held uninvested, subject always to the provisions of the 1940 Act and to the Portfolio's then-current ~~Registration~~ Prospectus and Statement ~~on Form N-1A.~~ of Additional Information ("SAI"). 2 In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review, supervise and implement the investment program ~~for~~ of the ~~Assets~~Portfolio; (ii) monitor regularly the relevant securities for the ~~Assets~~ Portfolio to determine if adjustments are warranted and, if so, to make such adjustments; (iii) determine, in the Subadvisor's discretion, the securities to be purchased or sold or exchanged in order to keep the ~~Assets~~ Portfolio in balance with ~~the~~ its designated investment strategy; (iv) determine, in the Subadvisor's discretion, whether to exercise warrants or other rights with respect to the ~~Assets~~Portfolio's securities; (v) determine, in the Subadvisor's discretion, whether the merit of an investment has been substantially impaired by extraordinary events or financial conditions, thereby warranting the removal of such securities from the ~~Assets~~Portfolio; (vi) as promptly as practicable after the end of each calendar month, furnish a report showing: (a) all transactions during such month, (b) all ~~Assets~~ assets of the Portfolio on the last day of such month, rates of return, and (c) such other information relating to the ~~Assets~~ Portfolio as Diversified may reasonably request; (vii) meet at least four times per year with Diversified and with such other persons as may be designated on reasonable notice and at reasonable locations, at the request of Diversified, to discuss general economic conditions, performance, investment strategy, and other matters relating to the ~~Assets~~Portfolio; (viii) provide the ~~Portfolio, as reasonably requested by Diversified,~~ Portfolio with records concerning the Subadvisor's activities which the Portfolio is required to by law ~~to maintain with respect to the Assets~~maintain; and (ix) render regular reports to the Portfolio's officers and Directors concerning the Subadvisor's discharge of the foregoing responsibilities. ~~Upon written request, the~~ The Subadvisor shall also make recommendations to Diversified as to the manner in which voting rights, rights to consent to corporate ~~actions~~ action and any other rights pertaining to the Portfolio's securities ~~comprising the Assets~~ shall be exercised~~. Diversified, however, will assume the responsibility for the actual voting of any voting rights~~. Should the Board of Trustees at any time ~~establish an~~ make any definite determination as to investment policy with respect to the ~~Assets~~ Portfolio and notify the Subadvisor thereof in writing, the Subadvisor shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such policy has been revoked. The Subadvisor shall take, on behalf of the ~~Assets~~Portfolio, all actions which it deems necessary to implement the investment policies determined as provided ~~above with respect to the Assets~~above, and in particular to place all orders for the purchase or sale of Portfolio securities for the Portfolio's account with brokers or dealers selected by it, and to that end the Subadvisor is authorized as an the agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. Subject to the primary objective of obtaining the best available prices and execution, the Subadvisor may place orders for the purchase and sale of portfolio securities with such broker/dealers who provide ~~research~~ statistical, factual and ~~brokerage~~ financial information and services to the ~~Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934~~Portfolio, to the Subadvisor, or to any other fund or account for which the Subadvisor provides investment advisory services and may place such orders with broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Subadvisor provides investment advisory services. Broker/dealers who sell shares of the funds of which the Subadvisor is investment advisor shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the Rules of the Securities and Exchange Commission and the NASD. On occasions when Subadvisor deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of Subadvisor, Subadvisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadvisor in the manner Subadvisor considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Notwithstanding the provisions of the previous paragraph and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Portfolio, the Subadvisor may pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Subadvisor has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Subadvisor's overall responsibilities with respect to the Portfolio and to other funds and clients for which the Subadvisor exercises investment discretion.sell

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Diversified Investors Funds Group)

Common use of Duties of the Subadvisor Clause in Contracts