Common use of SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST Clause in Contracts

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub-adviser to each Fund, Sub-Adviser will coordinate the investment and reinvestment of the assets of the Fund and determine the composition of the assets of the Fund, in accordance with the terms of this Agreement, the Fund’s Prospectus and the Fund’s Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file with the Securities and Exchange Commission (“SEC”) all forms pursuant to Sections 13(d), 13(f) and 13(g) of the Exchange Act, with respect to its duties as are set forth herein. F. Sub-Adviser shall reasonably cooperate with Manager and/or the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. Sub-Adviser, in connection with its rights and duties with respect to the Funds and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.

Appears in 3 contracts

Samples: Sub Advisory Agreement (Hennessy Advisors Inc), Sub Advisory Agreement (Hennessy Funds Trust), Sub Advisory Agreement (Hennessy Funds Trust)

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SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub-adviser (a) Subject always to each Fundthe control of the Trustees of Allmerica Investment Trust (the "Trust"), a Massachusetts business trust, the Sub-Adviser Adviser, at its expense, will coordinate furnish continuously an investment program for the investment and reinvestment following series of shares of the assets Trust: the Select Growth Fund (the "Fund") and such other series of shares as the Fund and determine the composition of the assets of the Fund, in accordance with the terms of this AgreementTrust, the Fund’s Prospectus and the Fund’s Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for from time to time agree on (together, the execution of transactions with or through such brokers, dealers or banks as "Funds"). The Sub-Adviser acknowledges the Fund may select and, subject have one or more other sub-advisers and that the Manager shall from time to Section 28(e) time determine the portion of the Securities Exchange Act of 1934, as amended (Fund's assets to be managed by the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by "Sub-Adviser's Portion"). Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, The Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under make investment decisions on behalf of the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or 's Portion and place all orders for the accounts purchase and sale of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at portfolio securities. In the same or similar times. D. performance of its duties, the Sub-Adviser will provide Manager comply with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each provisions of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report Agreement and Declaration of any material changes to Sub-Adviser’s policies Trust and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 Bylaws of the Investment Company ActTrust and the objectives and policies of the Fund, as well as set forth in the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required current Registration Statement of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file Trust filed with the Securities and Exchange Commission ("SEC”) all forms pursuant to Sections 13(d), 13(f") and 13(g) any applicable federal and state laws, and will comply with other policies which the Trustees of the Exchange ActTrust (the "Trustees") or the Manager, as the case may be, may from time to time determine and which are furnished to the Sub-Adviser including, if requested by the Manager, managing the Sub-Adviser's Portion as if it were a separate investment company for the purposes of determining compliance with respect to its duties the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust and the objectives and policies of the Fund, as are set forth herein. F. in the current Registration Statement of the Trust filed with the SEC and any applicable federal and state laws, and other policies which the Trustees of the Trust or the Manager may furnish to the Sub-Adviser. The Sub-Adviser shall reasonably cooperate make its officers and employees available to the Manager from time to time at reasonable times to review investment policies of the Fund and to consult with the Manager and/or regarding the investment affairs of the Fund. In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust in responding any way or otherwise be deemed to any regulatory or compliance examinations or inspections (including any information requests) relating to be an agent of the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. (b) The Sub-Adviser, at its expense, will furnish (i) all investment and management facilities, including salaries of personnel necessary for it to perform the duties set forth in this Agreement, and (ii) administrative facilities, including clerical personnel and equipment necessary for the conduct of the investment affairs of the Fund (excluding brokerage expenses and pricing and bookkeeping services). (c) The Sub-Adviser shall place all orders for the purchase and sale of portfolio investments for the Fund with issuers, brokers or dealers selected by the Sub-Adviser which may include brokers or dealers affiliated with the Sub-Adviser. In the selection of such brokers or dealers and the placing of such orders, the Sub-Adviser always shall seek best execution (except to the extent permitted by the next sentence hereof), which is to place portfolio transactions where the Fund can obtain the most favorable combination of price and execution services in particular transactions or provided on a continuing basis by a broker or dealer, and to deal directly with a principal market maker in connection with over-the-counter transactions, except when it is believed that best execution is obtainable elsewhere. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its rights having caused the Trust to pay a broker or dealer that provides brokerage and duties research services an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser 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 broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser and its affiliates with respect to the Funds Trust and to other clients of the Trust shall use Sub-Adviser as to which Sub-Adviser or any affiliate of the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aimsSub-Adviser exercises investment discretion.

Appears in 3 contracts

Samples: Sub Adviser Agreement (Allmerica Investment Trust), Sub Adviser Agreement (Allmerica Investment Trust), Sub Adviser Agreement (Allmerica Investment Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub(a) Subject always to the control of the Trustees of Allmerica Investment Trust (the "Trust"), a Massachusetts business trust, the Sub-adviser Adviser, at its expense, will furnish continuously an investment program for that portion of the assets of the following series of shares of the Trust that the Manager or Xxxxxx, Xxxxx Asset Services, Inc. (the "Co- Manager") from time to each time places under the supervision of the Sub- Adviser: the SELECT EMERGING MARKETS FUND (the "Fund") and such other series of shares as the Trust, the Manager and the Sub-Adviser may from time to time agree on (together, the "Funds"). The Sub-Adviser will coordinate the make investment and reinvestment decisions on behalf of that portion of the assets of the Fund that it manages and determine place all orders for the composition purchase and sale of portfolio securities in connection therewith. In the performance of its duties, the Sub-Adviser will comply with the provisions of the assets Agreement and Declaration of Trust and Bylaws of the Trust and the objectives and policies of the Fund, as set forth in accordance with the terms of this Agreement, the Fund’s Prospectus and the Fund’s current Registration Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file Trust filed with the Securities and Exchange Commission ("SEC”) all forms pursuant to Sections 13(d), 13(f") and 13(g) any applicable federal and state laws, and will comply with other policies which the Trustees of the Exchange ActTrust (the "Trustees") or the Manager, with respect as the case may be, may from time to its duties as time determine and which are set forth herein. F. furnished to the Sub-Adviser. The Sub-Adviser shall reasonably cooperate make its officers and employees available to the Manager from time to time at reasonable times to review investment policies of the Fund and to consult with the Manager and/or regarding the investment affairs of the Fund. In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust in responding any way or otherwise be deemed to any regulatory or compliance examinations or inspections (including any information requests) relating to be an agent of the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. (b) The Sub-Adviser, at its expense, will furnish (i) all investment and management facilities, including salaries of personnel necessary for it to perform the duties set forth in this Agreement, and (ii) administrative facilities, including clerical personnel and equipment necessary for the conduct of the investment affairs of the Fund (excluding brokerage expenses and pricing and bookkeeping services). (c) The Sub-Adviser shall place all orders for the purchase and sale of portfolio investments for the portion of the assets of the Fund that it manages with issuers, brokers or dealers selected by the Sub-Adviser which may include brokers or dealers affiliated with the Sub-Adviser. In the selection of such brokers or dealers and the placing of such orders, the Sub-Adviser always shall seek best execution (except to the extent permitted by the next sentence hereof), which is to place portfolio transactions where the Fund can obtain the most favorable combination of price and execution services in particular transactions or provided on a continuing basis by a broker or dealer, and to deal directly with a principal market maker in connection with over-the-counter transactions, except when it is believed that best execution is obtainable elsewhere. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its rights having caused the Trust to pay a broker or dealer that provides brokerage and duties research services an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser 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 broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser and its affiliates with respect to the Funds Trust and to other clients of the Trust shall use Sub-Adviser as to which Sub- Adviser or any affiliate of the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aimsSub-Adviser exercises investment discretion.

Appears in 3 contracts

Samples: Sub Adviser Agreement (Allmerica Investment Trust), Sub Adviser Agreement (Allmerica Investment Trust), Sub Adviser Agreement (Allmerica Investment Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub(a) Subject always to the control of the Trustees of Allmerica Investment Trust (the "Trust"), a Massachusetts business trust, the Sub-adviser Adviser, at its expense, will furnish continuously an investment program for each of the following series of shares of the Trust: Select Aggressive Growth Fund and such other series of shares as the Trust, the Manager and the Sub-Adviser may from time to each Fundtime agree on (together, the "Funds"). The Sub-Adviser will coordinate the make investment and reinvestment decisions on behalf of each of the assets Funds and place all orders for the purchase and sale of portfolio securities. In the Fund and determine the composition performance of the assets of the Fund, in accordance with the terms of this Agreementits duties, the Fund’s Prospectus and the Fund’s Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need comply with the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust and the objectives and policies of each of the Funds, as set forth in the current Registration Statement of the Trust filed with the Securities and Exchange Commission and any applicable federal and state laws, and will comply with other policies which the Trustees of the Trust (the "Trustees") or the Manager, as the case may be, may from time to comply until a copy has been provided time determine in writing. The Sub-Adviser shall make its officers and employees available to the Manager from time to time at reasonable times to review investment policies of the Funds and to consult with the Manager regarding the investment affairs of the Funds. (b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including clerical personnel and equipment necessary for the efficient conduct of the investment affairs of each of the Funds (excluding pricing and bookkeeping services). B. (c) The Sub-Adviser may shall place all orders for the execution purchase and sale of transactions portfolio investments for each Fund with issuers, brokers or through such brokers, dealers or banks as selected by the Sub-Adviser which may select andinclude brokers or dealers affiliated with the Sub- Adviser. In the selection of such brokers or dealers and the placing of such orders, subject the Sub-Adviser always shall seek best execution, (except to Section 28(ethe extent permitted by the next sentence hereof) which is to place portfolio transactions where each Fund can obtain the most favorable combination of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)price and execution services in particular transactions or provided on a continuing basis by a broker or dealer, and other applicable lawto deal directly with a principal market maker in connection with over-the-counter transactions, except when it is believed that best execution is obtainable elsewhere. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Trust to pay commissions on transactions a broker or dealer that provides brokerage and research services an amount of commission for effecting a portfolio investment transaction in excess of the amount of commissions commission another broker or dealer would have charged. charged for effecting that transaction, if the Sub-Adviser will seek best execution under the circumstances determines in good faith that such excess amount of the particular transaction taking into consideration the full range and quality of a broker’s services commission was reasonable in placing brokerage including, among other things, relation to the value of the brokerage and research services provided as well as execution capabilityby such broker or dealer, commission rate, financial responsibility and responsiveness to viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser (and its affiliates with respect to the determinative factor is not Trust and to other clients of the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty as to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of which Sub-Adviser or Manager without any affiliate of the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Managerexercises investment discretion. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (id) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file with the Securities and Exchange Commission (“SEC”) all forms pursuant to Sections 13(d), 13(f) and 13(g) of the Exchange Act, with respect to its duties as are set forth herein. F. The Sub-Adviser shall reasonably cooperate with Manager and/or the Trust in responding not be obligated to pay any regulatory expenses of or compliance examinations or inspections (including any information requests) relating to the Trust, for a Fund or Manager brought not expressly assumed by any governmental or regulatory authorities. G. the Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect pursuant to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actionsthis Section 1. H. Sub-Adviser, in connection with its rights and duties with respect to the Funds and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.

Appears in 3 contracts

Samples: Sub Adviser Agreement (Allmerica Investment Trust), Sub Adviser Agreement (Allmerica Investment Trust), Sub Adviser Agreement (Allmerica Investment Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub(a) Subject always to the control of the Trustees of Allmerica Investment Trust (the "Trust"), a Massachusetts business trust, the Sub-adviser Adviser, at its expense, will furnish continuously an investment program for the following series of shares of the Trust: SELECT INTERNATIONAL EQUITY FUND and such other series of shares as the Trust, the Manager and the Sub-Adviser may from time to each time agree on (the "Fund, "). The Sub-Adviser will coordinate the make investment and reinvestment of the assets decisions on behalf of the Fund and determine place all orders for the composition purchase and sale of portfolio securities. In the assets performance of the Fund, in accordance with the terms of this Agreementits duties, the Fund’s Prospectus and the Fund’s Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for with the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) provisions of the Securities Exchange Act Agreement and Declaration of 1934, as amended (the “Exchange Act”), Trust and other applicable law, may pay commissions on transactions in excess Bylaws of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged Trust and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands objectives and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as set forth in the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 current Registration Statement of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file Trust filed with the Securities and Exchange Commission ("SEC”) all forms pursuant to Sections 13(d), 13(f") and 13(g) any applicable federal and state laws, and will comply with other policies which the Trustees of the Exchange ActTrust (the "Trustees") or the Manager, with respect as the case may be, may from time to its duties as are set forth herein. F. time determine. The Sub-Adviser shall reasonably cooperate make its officers and employees available to the Manager from time to time at reasonable times to review investment policies of the Fund and to consult with the Manager and/or regarding the investment affairs of the Fund. In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust in responding any way or otherwise be deemed to any regulatory or compliance examinations or inspections (including any information requests) relating to be an agent of the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. (b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the fund (excluding pricing and bookkeeping services). (c) The Sub-Adviser shall place all orders for the purchase and sale of portfolio investments for the Fund with issuers, brokers or dealers selected by the Sub-Adviser which may include brokers or dealers affiliated with the Sub- Adviser. In the selection of such brokers or dealers and the placing of such orders, the Sub-Adviser always shall seek best execution (except to the extent permitted by the next sentence hereof), which is to place portfolio transactions where the Fund can obtain the most favorable combination of price and execution services in particular transactions or provided on a continuing basis by a broker or dealer, and to deal directly with a principal market maker in connection with over-the-counter transactions, except when it is believed that best execution is obtainable elsewhere. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its rights having caused the Trust to pay a broker or dealer that provides brokerage and duties research services an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser 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 broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub- Adviser and its affiliates with respect to the Funds Trust and to other clients of the Trust shall use Sub-Adviser as to which the care, skill, prudence and diligence under Sub-Adviser or any affiliate of the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aimsSub-Adviser exercises investment discretion.

Appears in 2 contracts

Samples: Sub Adviser Agreement (Allmerica Investment Trust), Sub Adviser Agreement (Allmerica Investment Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub-adviser (a) Subject always to each Fundthe control of the Trustees of Allmerica Investment Trust (the "Trust"), a Massachusetts business trust, the Sub-Adviser will coordinate furnish continuously an investment program for the investment and reinvestment following series of shares of the assets Trust: SELECT GROWTH FUND and such other series of shares as the Fund and determine the composition of the assets of the Fund, in accordance with the terms of this AgreementTrust, the Fund’s Prospectus Manager and the Fund’s Statement of Additional Information (the “SAI”) (as each Sub-Adviser may be updated or amended, from time to time) and subject to time agree on (together, the direction, supervision and control of Manager and the Trustees"Funds"). Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and The Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may make investment decisions on behalf of each of the Funds and place all orders for the execution purchase and sale of transactions with or through such brokersportfolio securities. In the performance of its duties, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under comply with the circumstances objective and policies of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as set forth in the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 current Registration Statement of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file Trust filed with the Securities and Exchange Commission ("SEC”) all forms pursuant to Sections 13(d"), 13(f) as from time to time amended, as long as notice of such amendments is delivered to the Sub-Adviser, and 13(g) any applicable federal and state laws, and will comply with other policies which the Trustees of the Exchange ActTrust (the "Trustees") or the Manager, with respect as the case may be, may from time to its duties as are set forth herein. F. time determine by written notice to the Sub-Adviser. The Sub-Adviser shall reasonably cooperate make its officers and employees involved in portfolio management of the Funds available to the Manager from time to time at reasonable times to review investment policies of the Funds and to consult with the Manager and/or regarding the investment affairs of the Funds. In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust in responding any way or otherwise be deemed to any regulatory or compliance examinations or inspections (including any information requests) relating to be an agent of the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. (b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities directly related to investment management, including clerical personnel and equipment necessary for conduct of the investment affairs of each of the Funds. Except as set forth in the immediately preceding sentence, the Sub-Adviser shall have no responsibility for administration of the Funds, including but not limited to pricing and bookkeeping services. (c) The Sub-Adviser shall place all orders for the purchase and sale of portfolio investments for each Fund with issuers, brokers or dealers selected by the Sub-Adviser which may include brokers or dealers affiliated with the Sub- Adviser. In the selection of such brokers or dealers and the placing of such orders, the Sub-Adviser always shall seek best execution (except to the extent permitted by the next sentence hereof), which is to place portfolio transactions where each Fund can obtain the most favorable combination of price and execution services in particular transactions or provided on a continuing basis by a broker or dealer, and to deal directly with a principal market maker in connection with over-the-counter transactions, except when it is believed that best execution is obtainable elsewhere. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its rights having caused the Trust to pay a broker or dealer that provides brokerage and duties research services an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub- Adviser 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 broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser and its affiliates with respect to the Funds Trust and to other clients of the Trust Sub-Adviser as to which the Sub-Adviser or any affiliate of the Sub-Adviser exercises investment discretion. (d) The Sub-Adviser shall use not be obligated to pay any expenses of or for a Fund not expressly assumed by the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aimsSub-Adviser pursuant to this Section 1.

Appears in 2 contracts

Samples: Sub Adviser Agreement (Allmerica Investment Trust), Sub Adviser Agreement (Allmerica Investment Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As subSubject always to the control of the trustees (the "Trustees") of International Currency Fund, a Delaware business trust (the "Trust"), the Sub-adviser, at its expense, will furnish continuously an investment program for the Initial Portfolios listed on Schedule A hereto (the "Initial Portfolios") and such other funds as the Investment Company and the Adviser may agree upon (collectively, the "Funds") and will make investment decisions on behalf of the Funds and place all orders for the purchase and sale of portfolio securities and all other investments. In the event that the Trust establishes one or more Funds other than the Initial Portfolios with respect to which the Adviser desires to retain the Sub-adviser to render investment advisory services hereunder, it shall so notify the Sub-adviser in writing, indicating the advisory fee to be payable with respect to the additional Fund. If the Sub-adviser is willing to render such services, it shall so notify the Adviser in writing, whereupon such Fund shall become a Fund hereunder. In such event a writing signed by both the Adviser and the Sub-adviser shall be annexed hereto as a part hereof indicating that such additional Fund has become a Fund hereunder and reflecting the agreed-upon fee schedule for such Fund. In the performance of its duties, the Sub-adviser (i) will comply with the provisions of the Trust's Agreement and Declaration of Trust and By-laws, including any amendments thereto (upon receipt of such amendments by the Sub-adviser), and the investment objectives, policies and restrictions of the Fund as set forth in its current Registration Statement (copies of which will be supplied to the Sub-adviser upon filing with the Securities and Exchange Commission), (ii) will use its best efforts to safeguard and promote the welfare of each Fund, Sub-Adviser (iii) will coordinate comply with other policies which the investment and reinvestment of Trustees or the assets of Adviser, as the Fund and determine the composition of the assets of the Fundcase may be, in accordance with the terms of this Agreement, the Fund’s Prospectus and the Fund’s Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject time determine as promptly as practicable after such policies have been communicated to the directionSub-adviser in writing, supervision and control (iv) shall exercise the same care and diligence expected of Manager and the Trustees. Prior The Sub-adviser and the Adviser shall each make its officers and employees available to the commencement other from time to time at reasonable times to review investment policies of the Funds and to consult with each other regarding the investment affairs of the Funds. (a) The Sub-Adviser’s services hereunderadviser, Manager shall provide Sub-Adviser with current copies at its expense, will furnish all necessary investment and management facilities, including salaries of each Fund’s Prospectus and SAI. Manager undertakes personnel, required for it to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviserexecute its duties hereunder faithfully. B. Sub-Adviser may place orders for (b) In the execution selection of transactions with or through such brokers, dealers or banks as futures commissions merchants (collectively, brokers) and the placing of orders for the purchase and sale of portfolio investments for the Funds, the Sub-Adviser adviser shall seek to obtain for each Fund the most favorable price and execution available, except to the extent it may select andbe permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain for each Fund the most favorable price and execution available, subject to Section 28(e) the Sub-adviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including, by way of illustration, the price, the size of the Securities Exchange Act transaction, the nature of 1934the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker involved and the quality of service rendered by the broker in other transactions. Subject to such policies as amended (the “Exchange Act”)Trustees may determine and communicate to the Sub-adviser in writing, the Sub-adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Fund to pay a broker that provides brokerage and other applicable law, may pay commissions on transactions research services to the Sub-adviser or any affiliated person of the Sub-adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commissions commission another broker or dealer would have charged. charged for effecting that transaction, if the Sub-Adviser will seek best execution under the circumstances adviser determines in good faith that such amount of the particular transaction taking into consideration the full range and quality of a broker’s services commission was reasonable in placing brokerage including, among other things, relation to the value of the brokerage and research services provided as well as execution capabilityby such broker, commission rate, financial responsibility and responsiveness to viewed in terms of either that particular transaction or the Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an adviser's overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds responsibilities with respect to the annual review Fund and to other clients of the Sub- adviser and any affiliated person of the Sub-Adviser’s policies and procedures adviser as to which the Sub-adviser or any affiliated person of the Sub-adviser exercises investment discretion. (c) The Sub-adviser shall not be obligated to pay any expenses of or for the Trust or of or for a Fund not expressly assumed by the Sub-adviser pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and this Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii)1. E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file with the Securities and Exchange Commission (“SEC”) all forms pursuant to Sections 13(d), 13(f) and 13(g) of the Exchange Act, with respect to its duties as are set forth herein. F. Sub-Adviser shall reasonably cooperate with Manager and/or the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. Sub-Adviser, in connection with its rights and duties with respect to the Funds and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.

Appears in 2 contracts

Samples: Sub Adviser Agreement (Ssga International Liquidity Fund), Sub Adviser Agreement (International Currency Fund)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub(a) Subject always to the control of the Trustees of Allmerica Investment Trust (the "Trust"), a Massachusetts business trust, the Sub-adviser Adviser, at its expense, will furnish continuously an investment program for the following series of shares of the Trust: the SELECT EMERGING MARKETS FUND (the "Fund") and such other series of shares as the Trust, the Manager and the Sub-Adviser may from time to each Fundtime agree on (together, the "Funds"). The Sub-Adviser will coordinate the make investment and reinvestment decisions on behalf of the assets Funds and place all orders for the purchase and sale of portfolio securities. In the performance of its duties, the Sub-Adviser will comply with the provisions of the Fund Agreement and determine the composition Declaration of Trust and Bylaws of the assets Trust and the objectives and policies of the Fund, as set forth in accordance with the terms of this Agreement, the Fund’s Prospectus and the Fund’s current Registration Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file Trust filed with the Securities and Exchange Commission ("SEC”) all forms pursuant to Sections 13(d), 13(f") and 13(g) any applicable federal and state laws, and will comply with other policies which the Trustees of the Exchange ActTrust (the "Trustees") or the Manager, with respect as the case may be, may from time to its duties as time determine and which are set forth herein. F. furnished to the Sub-Adviser. The Sub-Adviser shall reasonably cooperate make its officers and employees available to the Manager from time to time at reasonable times to review investment policies of the Fund and to consult with the Manager and/or regarding the investment affairs of the Fund. In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust in responding any way or otherwise be deemed to any regulatory or compliance examinations or inspections (including any information requests) relating to be an agent of the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. (b) The Sub-Adviser, at its expense, will furnish (i) all investment and management facilities, including salaries of personnel necessary for it to perform the duties set forth in this Agreement, and (ii) administrative facilities, including clerical personnel and equipment necessary for the conduct of the investment affairs of the Fund (excluding brokerage expenses and pricing and bookkeeping services). (c) The Sub-Adviser shall place all orders for the purchase and sale of portfolio investments for the Fund with issuers, brokers or dealers selected by the Sub-Adviser which may include brokers or dealers affiliated with the Sub-Adviser. In the selection of such brokers or dealers and the placing of such orders, the Sub-Adviser always shall seek best execution (except to the extent permitted by the next sentence hereof), which is to place portfolio transactions where the Fund can obtain the most favorable combination of price and execution services in particular transactions or provided on a continuing basis by a broker or dealer, and to deal directly with a principal market maker in connection with over-the-counter transactions, except when it is believed that best execution is obtainable elsewhere. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its rights having caused the Trust to pay a broker or dealer that provides brokerage and duties research services an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser 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 broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub- Adviser and its affiliates with respect to the Funds Trust and to other clients of the Trust shall use Sub-Adviser as to which Sub-Adviser or any affiliate of the careSub-Adviser exercises investment discretion. (d) In addition to being registered as an investment adviser in the United States, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use Sub-Adviser is regulated in the conduct of an enterprise of its investment business in the United Kingdom by the Investment Management Regulatory Organization Limited ("IMRO"). The Sub-Adviser confirms that the Trust is a like character and with like aimsNon-private Customer as defined by IMRO.

Appears in 2 contracts

Samples: Sub Adviser Agreement (Allmerica Investment Trust), Sub Adviser Agreement (Allmerica Investment Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As (a) Subject always to the control, supervision and direction of the Trustees of Allmerica Investment Trust (the "Trust" or "AIT"), a Massachusetts business trust, and any written guidelines adopted by the Trustees or the Manager, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Select Growth Fund (the "Fund") and such other series of shares as the Trust, the Manager and the Sub-Adviser may from time to time agree on (together, the "Funds"). The Sub-Adviser acknowledges the Fund may have one or more other sub-adviser advisers and that the Manager shall from time to each time determine the portion of the Fund's assets to be managed by the Sub-Adviser (the "Sub-Adviser's Portion"), provided that the Manager provides reasonable advance written notice of any change to the Sub-Adviser's Portion of the Fund. The Sub-Adviser will coordinate the make investment and reinvestment decisions on behalf of the assets Sub-Adviser's Portion and will determine from time to time what investments will be purchased, retained or sold for the Sub-Adviser's Portion of the Fund and determine shall place all orders for the composition purchase and sale of portfolio securities relating thereto. The Sub-Adviser shall not consult with any AIT Sub-Adviser (other than an affiliated person of the assets Sub-Adviser), concerning transactions for the Fund in securities or other assets. To the extent that multiple AIT Sub-Advisers serve as investment advisers of the Fund, in accordance with the terms of this Agreement, the Fund’s Prospectus and the Fund’s Statement of Additional Information (the “SAI”) (as each may Sub-Adviser shall be updated or amended, from time to time) and subject responsible for providing investment advice to the direction, supervision and control of Manager and the Trustees. Prior Fund only with respect to the commencement of Sub-Adviser’s services hereunder's Portion of the Fund's portfolio. In the performance of its duties, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and the Sub-Adviser will not need comply with the provisions of this Agreement and Declaration of Trust and Bylaws of the Trust and the objectives and policies of the Fund, as set forth in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement") as filed with the Securities and Exchange Commission ("SEC") and any applicable federal and state laws. The Sub-Adviser will comply with other policies which the Trustees of the Trust (the "Trustees") or the Manager, as the case may be, may from time to comply until a copy has been provided time determine and which are furnished in writing to the Sub-Adviser including, if requested by the Manager, managing the Sub-Adviser. B. 's Portion as if it were a separate investment company for the purposes of determining compliance with the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust and the objectives and policies of the Fund, as set forth in the currently effective Registration Statement of the Trust filed with the SEC and any applicable federal and state laws, and other policies which the Trustees of the Trust or the Manager may furnish in writing to the Sub-Adviser. The Sub-Adviser may shall make its officers and employees available to the Manager from time to time at reasonable times to review investment policies of the Fund and to consult with the Manager regarding the investment affairs of the Fund. In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust in any way or otherwise be deemed to be an agent of the Trust. (b) The Sub-Adviser, at its expense, will furnish (i) all investment and management facilities, including salaries of personnel necessary for it to perform the duties set forth in this Agreement, and (ii) administrative facilities, including clerical personnel and equipment necessary for the conduct of the investment affairs of the Fund (excluding brokerage expenses and pricing and bookkeeping services). (c) The Sub-Adviser shall place all orders for the execution purchase and sale of transactions portfolio investments for the Sub-Adviser's Portion with issuers, brokers or through dealers selected by the Sub-Adviser, which may include brokers or dealers affiliated with the Sub-Adviser. In the selection of such brokersbrokers or dealers and the placing of such orders, dealers or banks as the Sub-Adviser may select and, subject always shall seek best execution (except to Section 28(e) of the Securities Exchange Act of 1934, as amended (extent permitted by the “Exchange Act”next sentence hereof), which is to place portfolio transactions where the Fund can obtain the most favorable combination of price and other applicable lawexecution services in particular transactions or provided on a continuing basis by a broker or dealer, and to deal directly with a principal market maker in connection with over-the-counter transactions, except when it is believed that best execution is obtainable elsewhere. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Trust to pay commissions on transactions a broker or dealer that provides brokerage and research services an amount of commission for effecting a portfolio investment transaction in excess of the amount of commissions commission another broker or dealer would have charged. charged for effecting that transaction, if the Sub-Adviser will seek best execution under the circumstances determines in good faith that such excess amount of the particular transaction taking into consideration the full range and quality of a broker’s services commission was reasonable in placing brokerage including, among other things, relation to the value of the brokerage and research services provided as well as execution capabilityby such broker or dealer, commission rate, financial responsibility and responsiveness to viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser (and its affiliates with respect to the determinative factor is not Trust and with respect to other clients of the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty as to obtain which the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without any affiliate of the prior approval of Manager. Manager shall provide Sub-Adviser exercises investment discretion. Subject to the Sub-Adviser's obligations to seek best execution, the Manager agrees that the Sub-Adviser, in its sole discretion, may place transactions on behalf of the Fund with a list any broker-dealer, which is deemed to be an affiliate of brokers or dealers that are affiliated persons of the Manager. C. Manager understands and agrees and has advised , the Trustees that Sub-Adviser performs or with any other entity that serves as investment management services for various clients adviser or sub-adviser to the Fund, or which is otherwise affiliated with the Fund in accordance with the 1940 Act (the "Affiliated Broker-Dealers") so long as such transactions are effected in conformity with the requirements (including any applicable exemptions and may take action with respect to any administrative interpretations set forth in Part II of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above 's Form ADV Registration Statement on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file with the Securities and Exchange Commission (“SEC”"Form ADV")) all forms pursuant to Sections 13(d), 13(f) and 13(gof Section 11(a)(1)(H) of the Securities Exchange Act of 1934 (the "1934 Act") and any other applicable laws and regulations. In all such dealings, with respect the Affiliated Broker-Dealers shall be authorized and entitled to its duties as are set forth hereinretain any commissions, remuneration or profits which may be made in such transactions and shall not be liable to account for the same to the Manager or the Trust. F. (d) The Manager further authorizes the Sub-Adviser shall reasonably cooperate with Manager and/or and the Affiliated Broker-Dealers to execute agency cross transactions (the "Cross Transactions") on behalf of the Fund. Cross Transactions are transactions, which may be effected by the Affiliated Broker-Dealers acting for both the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating and the counterparty to the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. transaction. Cross Transactions enable the Sub-Adviser willto purchase or sell a block of securities for the Trust at a set price and possibly avoid an unfavorable price movement that may be created through entrance into the market with such purchase or sale order. As such, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that the Sub-Adviser believes that Cross Transactions can provide meaningful benefits for the Trust and its clients generally. The Manager and the Trust should be aware, however, that in a Cross Transaction an Affiliated Broker-Dealer will not be responsible receiving commissions from both sides of the trade and, therefore, there is a potentially conflicting division of loyalties and responsibilities. The Manager may revoke, at any time, its authorization on behalf of the Fund for any other corporate actions relating the Sub-Adviser to execute cross transactions by written notice to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. Sub-Adviser, in connection with its rights and duties . (e) The Manager's administrator will provide daily capstock information with respect to the Funds and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting Fund in a like capacity and familiar with such matters would use in form reasonably satisfactory to the conduct of an enterprise of a like character and with like aimsparties hereto.

Appears in 2 contracts

Samples: Sub Advisory Agreement (Allmerica Investment Trust), Sub Advisory Agreement (Allmerica Investment Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub(a) Subject always to the control of the Trustees of Allmerica Investment Trust (the "Trust"), a Massachusetts business trust, the Sub-adviser Adviser, at its expense, will furnish continuously an investment program for the following series of shares of the Trust: the Select Capital Appreciation Fund (the "Fund") and such other series of shares as the Trust, the Manager and the Sub-Adviser may from time to each Fundtime agree on (together, the "Funds"). The Sub-Adviser will coordinate the make investment and reinvestment of the assets decisions on behalf of the Fund and determine place all orders for the composition purchase and sale of portfolio securities. In the performance of its duties, the Sub-Adviser will comply with the provisions of the assets Agreement and Declaration of Trust and Bylaws of the Trust and the objectives and policies of the Fund, as set forth in accordance with the terms of this Agreement, the Fund’s Prospectus and the Fund’s current Registration Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file Trust filed with the Securities and Exchange Commission ("SEC”) all forms pursuant to Sections 13(d), 13(f") and 13(g) any applicable federal and state laws, and will comply with other policies which the Trustees of the Exchange ActTrust (the "Trustees") or the Manager, with respect as the case may be, may from time to its duties as time determine and which are set forth herein. F. furnished by notice in writing to the Sub-Adviser. The Sub-Adviser shall reasonably cooperate make its officers and employees available to the Manager from time to time at reasonable times to review investment policies of the Fund and to consult with the Manager and/or regarding the investment affairs of the Fund. In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust in responding any way or otherwise be deemed to any regulatory or compliance examinations or inspections (including any information requests) relating to be an agent of the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. (b) The Sub-Adviser, at its expense, will furnish (i) all investment and management facilities, including salaries of personnel necessary for it to perform the duties set forth in this Agreement, and (ii) administrative facilities, including clerical personnel and equipment necessary for the conduct of the investment affairs of the Fund (excluding brokerage expenses and pricing and bookkeeping services). (c) The Sub-Adviser shall place all orders for the purchase and sale of portfolio investments for the Fund with issuers, brokers or dealers selected by the Sub- Adviser which may include brokers or dealers affiliated with the Sub-Adviser. In the selection of such brokers or dealers and the placing of such orders, the Sub-Adviser always shall seek best execution (except to the extent permitted by the next sentence hereof), which is to place portfolio transactions where the Fund can obtain the most favorable combination of price and execution services in particular transactions or provided on a continuing basis by a broker or dealer, and to deal directly with a principal market maker in connection with over-the-counter transactions, except when it is believed that best execution is obtainable elsewhere. Subject to such policies as the Trustees may require, and consistent with the requirements of Section 28(e) of the Securities and Exchange Act of 1934, as amended, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its rights having caused the Trust to pay a broker or dealer that provides brokerage and duties research services an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser 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 broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser and its affiliates with respect to the Funds Trust and to other clients of the Trust shall use Sub-Adviser as to which Sub-Adviser or any affiliate of the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aimsSub-Adviser exercises investment discretion.

Appears in 2 contracts

Samples: Sub Adviser Agreement (Allmerica Investment Trust), Sub Adviser Agreement (Allmerica Investment Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub(a) Subject always to the control of the Trustees of Allmerica Investment Trust (the "Trust"), a Massachusetts business trust, the Sub-adviser to Adviser, at its expense, will furnish continuously an investment program for each of the following series of shares of the Trust: the Investment Grade Income Fund, the Money Market Fund, the Equity Index Fund, the Government Bond Fund and such other series of shares as the Trust, the Manager and the Sub-Adviser may from time to time agree on (together, the "Funds"). The Sub-Adviser will coordinate the make investment and reinvestment decisions on behalf of each of the assets Funds and place all orders for the purchase and sale of portfolio securities. In the Fund and determine the composition performance of the assets of the Fund, in accordance with the terms of this Agreementits duties, the Fund’s Prospectus and the Fund’s Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need comply with the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust and the objectives and policies of each of the Funds, as set forth in the current Registration Statement of the Trust filed with the Securities and Exchange Commission and any applicable federal and state laws, and to comply until a copy has been provided with other policies which the Trustees of the Trust (the "Trustees") or the Manager, as the case may be, may from time to time determine. The Sub-Adviser shall make its officers and employees available to the Manager from time to time at reasonable times to review investment policies of the Funds and to consult with the Manager regarding the investment affairs of the Funds. (b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including clerical personnel and equipment necessary for the efficient conduct of the investment affairs of each of the Funds (excluding pricing and bookkeeping services). B. (c) The Sub-Adviser may shall place all orders for the execution purchase and sale of transactions portfolio investments for each Fund with issuers, brokers or through such brokers, dealers or banks as selected by the Sub-Adviser which may select andinclude brokers and dealers affiliated with the Sub- Adviser. In the selection of such brokers or dealers and the placing of such orders, subject the Sub-Adviser always shall seek best execution, (except to Section 28(ethe extent permitted by the next sentence hereof) which is to place portfolio transactions where each Fund can obtain the most favorable combination of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)price and execution services in particular transactions or provided on a continuing basis by a broker or dealer, and other applicable lawto deal directly with a principal market maker in connection with over-the-counter transactions, except when it is believed that best execution is obtainable elsewhere. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Trust to pay commissions on transactions a broker or dealer that provides brokerage and research services an amount of commission for effecting a portfolio investment transaction in excess of the amount of commissions commission another broker or dealer would have charged. charged for effecting that transaction, if the Sub-Adviser will seek best execution under the circumstances determines in good faith that such excess amount of the particular transaction taking into consideration the full range and quality of a broker’s services commission was reasonable in placing brokerage including, among other things, relation to the value of the brokerage and research services provided as well as execution capabilityby such broker or dealer, commission rate, financial responsibility viewed in terms of either that particular transaction or the overall responsibilities of the Sub- Adviser and responsiveness its affiliates with respect to the Trust and to other clients of the Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty as to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of which Sub-Adviser or Manager without any affiliate of the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Managerexercises investment discretion. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (id) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file with the Securities and Exchange Commission (“SEC”) all forms pursuant to Sections 13(d), 13(f) and 13(g) of the Exchange Act, with respect to its duties as are set forth herein. F. The Sub-Adviser shall reasonably cooperate with Manager and/or the Trust in responding not be obligated to pay any regulatory expenses of or compliance examinations or inspections (including any information requests) relating to the Trust, for a Fund or Manager brought not expressly assumed by any governmental or regulatory authorities. G. the Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect pursuant to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actionsthis Section 1. H. Sub-Adviser, in connection with its rights and duties with respect to the Funds and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.

Appears in 2 contracts

Samples: Sub Adviser Agreement (Allmerica Investment Trust), Sub Adviser Agreement (Allmerica Investment Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub-adviser to each Fund, Sub-Adviser will coordinate the investment and reinvestment of the assets of the Fund and determine the composition of the assets of the Fund, in accordance with the terms of this Agreement, the Fund’s Prospectus and the Fund’s Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision supervision, and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications modifications, or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility responsibility, and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which that may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account account, or for the other accounts of others which that it manages which manages, that are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 206(4)‑7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 38a‑1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 206(4)‑7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 206(4)‑7 under the Advisers Act and Section 38a-1 38a‑1 of the Investment Company Act, as well as the foregoing sub-sub paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books books, and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file with the Securities and Exchange Commission (“SEC”) all forms pursuant to Sections 13(d), 13(f) ), and 13(g) of the Exchange Act, with respect to its duties as are set forth herein. F. Sub-Adviser shall reasonably cooperate with Manager and/or the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, ; provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. Sub-Adviser, in connection with its rights and duties with respect to the Funds and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.

Appears in 2 contracts

Samples: Sub Advisory Agreement (Hennessy Funds Trust), Sub Advisory Agreement (Hennessy Funds Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub(a) Subject always to the control of the Trustees of Allmerica Investment Trust (the "Trust"), a Massachusetts business trust, the Sub-adviser Adviser, at its expense, will furnish continuously an investment program for the following series of shares of the Trust: the SELECT STRATEGIC GROWTH FUND (the "Fund") and such other series of shares as the Trust, the Manager and the Sub-Adviser may from time to each Fundtime agree on (together, the "Funds"). The Sub-Adviser will coordinate the make investment and reinvestment decisions on behalf of the assets Funds and place all orders for the purchase and sale of portfolio securities. In the performance of its duties, the Sub-Adviser will comply with the provisions of the Fund Agreement and determine the composition Declaration of Trust and Bylaws of the assets Trust and the objectives and policies of the Fund, as set forth in accordance with the terms of this Agreement, the Fund’s Prospectus and the Fund’s current Registration Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file Trust filed with the Securities and Exchange Commission ("SEC”) all forms pursuant to Sections 13(d), 13(f") and 13(g) any applicable federal and state laws, and will comply with other policies which the Trustees of the Exchange ActTrust (the "Trustees") or the Manager, with respect as the case may be, may from time to its duties as time determine and which are set forth herein. F. furnished to the Sub-Adviser. The Sub-Adviser shall reasonably cooperate make its officers and employees available to the Manager from time to time at reasonable times to review investment policies of the Fund and to consult with the Manager and/or regarding the investment affairs of the Fund. In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust in responding any way or otherwise be deemed to any regulatory or compliance examinations or inspections (including any information requests) relating to be an agent of the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. (b) The Sub-Adviser, at its expense, will furnish (i) all investment and management facilities, including salaries of personnel necessary for it to perform the duties set forth in this Agreement, and (ii) administrative facilities, including clerical personnel and equipment necessary for the conduct of the investment affairs of the Fund (excluding brokerage expenses and pricing and bookkeeping services). (c) The Sub-Adviser shall place all orders for the purchase and sale of portfolio investments for the Fund with issuers, brokers or dealers selected by the Sub-Adviser which may include brokers or dealers affiliated with the Sub-Adviser. In the selection of such brokers or dealers and the placing of such orders, the Sub-Adviser always shall seek best execution (except to the extent permitted by the next sentence hereof), which is to place portfolio transactions where the Fund can obtain the most favorable combination of price and execution services in particular transactions or provided on a continuing basis by a broker or dealer, and to deal directly with a principal market maker in connection with over-the- counter transactions, except when it is believed that best execution is obtainable elsewhere. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its rights having caused the Trust to pay a broker or dealer that provides brokerage and duties research services an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser 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 broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser and its affiliates with respect to the Funds Trust and to other clients of the Trust shall use Sub-Adviser as to which Sub-Adviser or any affiliate of the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aimsSub-Adviser exercises investment discretion.

Appears in 2 contracts

Samples: Sub Adviser Agreement (Allmerica Investment Trust), Sub Adviser Agreement (Allmerica Investment Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub-adviser (a) Subject always to each Fundthe control of the Trustees of Allmerica Investment Trust (the "Trust"), a Massachusetts business trust, the Sub-Adviser Adviser, at its expense, will coordinate furnish continuously an investment program for the investment and reinvestment following series of shares of the assets Trust: the Core Equity Fund (the "Fund") and such other series of shares as the Fund and determine the composition of the assets of the Fund, in accordance with the terms of this AgreementTrust, the Fund’s Prospectus and the Fund’s Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for from time to time agree on (together, the execution of transactions with or through such brokers, dealers or banks as "Funds"). The Sub-Adviser acknowledges the Fund may select and, subject have one or more other sub-advisers and that the Manager shall from time to Section 28(e) time determine the portion of the Securities Exchange Act of 1934, as amended (Fund's assets to be managed by the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund"Sub-Adviser's Portion"). In no event shall With respect to the Fund, the Sub-Adviser shall be under any duty to obtain responsible only for the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser's Portion and the Sub-Adviser is shall have no responsibility for remaining portion(s) or segment(s) of the Fund and the Sub-Adviser shall not under be responsible for any duty to execute transactions for a costs, expenses, or liabilities arising from any portion of the Fund before or after transactions for other like accounts managed by than the Sub-Adviser's Portion . Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, The Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under make investment decisions on behalf of the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or 's Portion and place all orders for the accounts purchase and sale of others which it manages which are identical or similar to portfolio securities to which it may effect transactions for a Fund at and instruments. In the same or similar times. D. performance of its duties, the Sub-Adviser will provide Manager comply with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each provisions of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report Agreement and Declaration of any material changes to Sub-Adviser’s policies Trust and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 Bylaws of the Investment Company ActTrust and the objectives and policies of the Fund, as well as set forth in the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required current Registration Statement of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file Trust filed with the Securities and Exchange Commission ("SEC”) all forms pursuant to Sections 13(d), 13(f") and 13(g) any applicable federal and state laws, and will comply with other policies which the Trustees of the Exchange ActTrust (the "Trustees") or the Manager, with respect as the case may be, may from time to its duties as time determine and which are set forth herein. F. furnished to the Sub-Adviser. The Manager and the Sub-Adviser agree that the Sub-Adviser shall reasonably cooperate treat the Sub-Adviser's Portion as if it were a separate investment company for the purposes of determining compliance with Manager and/or the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to and the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless objectives and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets policies of the Fund’s investment portfolio are invested, including administrative filingsas set forth in the current Registration Statement of the Trust filed with the SEC and any applicable federal and state laws, such as proofs including, without limitation U.S. tax laws, and other policies which the Trustees of the Trust or claims in class actions. H. the Manager may furnish to the Sub-Adviser, in connection with its rights and duties provided that with respect to procedures governing transactions involving affiliates (such as those adopted pursuant to the Funds Investment Company Act of 1940 ("1940 Act") Rule 17a-7, 17e-1 and 10f-3), such procedures will identify any affiliate of the Manager and the Trust Fund, other than affiliates of the Manager. The Sub-Adviser shall use not bear any responsibility and shall be released from any obligation or cost which results from entering into a trade pursuant to the careFund's Rule 17a-7, skill17e-1 or 10f-3 procedures with any affiliated entity, prudence and diligence under other than affiliates of the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in Manager, not specifically identified to the conduct of an enterprise of a like character and with like aims.Sub-Adviser by the Manager. The

Appears in 2 contracts

Samples: Sub Adviser Agreement (Allmerica Investment Trust), Sub Adviser Agreement (Allmerica Investment Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub(a) Subject always to the control of the Trustees of Allmerica Investment Trust (the "Trust"), a Massachusetts business trust, the Sub-adviser Adviser, at its expense, will furnish continuously an investment program for the following series of shares of the Trust: SELECT GROWTH AND INCOME FUND and such other series of shares as the Trust, the Manager and the Sub-Adviser may from time to each time agree on (the "Fund, "). The Sub-Adviser will coordinate the make investment and reinvestment of the assets decisions on behalf of the Fund and determine place all orders for the composition purchase and sale of portfolio securities. In the performance of its duties, the Sub-Adviser will comply with the provisions of the assets Agreement and Declaration of Trust and Bylaws of the Trust and the objective and policies of the Fund, as set forth in accordance with the terms of this Agreement, the Fund’s Prospectus and the Fund’s current Registration Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file Trust filed with the Securities and Exchange Commission ("SEC”) all forms pursuant to Sections 13(d), 13(f") and 13(g) any applicable federal and state laws, and will comply with other policies which the Trustees of the Exchange ActTrust (the "Trustees") or the Manager, with respect as the case may be, may from time to its duties as are set forth herein. F. time determine. The Sub-Adviser shall reasonably cooperate make its officers and employees available to the Manager from time to time at reasonable times to review investment policies of the Fund and to consult with the Manager and/or regarding the investment affairs of the Fund. In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust in responding any way or otherwise be deemed to any regulatory or compliance examinations or inspections (including any information requests) relating to be an agent of the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. (b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding pricing and bookkeeping services). (c) The Sub-Adviser shall place all orders for the purchase and sale of portfolio investment for the Fund with issuers, brokers or dealers selected by the Sub-Adviser which may include brokers or dealers affiliated with the Sub- Adviser. In the selection of such brokers or dealers and the placing of such orders, the Sub-Adviser always shall seek best execution (except to the extent permitted by the next sentence hereof), which is to place portfolio transactions where the Fund can obtain the most favorable combination of price and execution services in particular transactions or provided on a continuing basis by a broker or dealer, and to deal directly with a principal market maker in connection with over-the-counter transactions, except when it is believed that best execution is obtainable elsewhere. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its rights having caused the Trust to pay a broker or dealer that provides brokerage and duties research services an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser 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 broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser and its affiliates with respect to the Funds Trust and to other clients of the Trust shall use Sub- Adviser as to which the care, skill, prudence and diligence under Sub-Adviser or any affiliate of the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aimsSub-Adviser exercises investment discretion.

Appears in 2 contracts

Samples: Sub Adviser Agreement (Allmerica Investment Trust), Sub Adviser Agreement (Allmerica Investment Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub(a) Subject always to the control of the Trustees of Allmerica Investment Trust (the "Trust"), a Massachusetts business trust, the Sub-adviser Adviser, at its expense, will furnish continuously an investment program for each of the following series of shares of the Trust: Select Income Fund and such other series of shares as the Trust, the Manager and the Sub-Adviser may from time to each Fundtime agree on (together, the "Funds"). The Sub-Adviser will coordinate the make investment and reinvestment decisions on behalf of each of the assets Funds and place all orders for the purchase and sale of portfolio securities. In the performance of its duties, the Sub- Adviser will comply with the provisions of the Fund Agreement and determine the composition Declaration of Trust and Bylaws of the assets Trust and the objectives and policies of each of the FundFunds, as set forth in accordance the current Registration Statement of the Trust filed with the terms Securities and Exchange Commission and any applicable federal and state laws, and will comply with other policies which the Trustees of this Agreement, the Fund’s Prospectus and the Fund’s Statement of Additional Information Trust (the “SAI”"Trustees") (or the Manager, as each the case may be updated or amendedbe, may from time to time) time determine in writing. The Sub-Adviser shall make its officers and subject employees available to the direction, supervision Manager from time to time at reasonable times to review investment policies of the Funds and control to consult with the Manager regarding the investment affairs of Manager and the Trustees. Prior to the commencement of Funds. (b) The Sub-Adviser’s services hereunder, Manager shall provide at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including clerical personnel and equipment necessary for the efficient conduct of the investment affairs of each of the Funds (excluding pricing and bookkeeping services). (c) The Sub-Adviser shall place all orders for the purchase and sale of portfolio investments for each Fund with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide issuers, brokers or dealers selected by the Sub-Adviser which may include brokers or dealers affiliated with copies the Sub- Adviser. In the selection of such brokers or other written notice dealers and the placing of any amendmentssuch orders, modifications or supplements to each Fund’s Prospectus and SAI and the Sub-Adviser will not need always shall seek best execution, (except to comply until the extent permitted by the next sentence hereof) which is to place portfolio transactions where each Fund can obtain the most favorable combination of price and execution services in particular transactions or provided on a copy has been provided continuing basis by a broker or dealer, and to Subdeal directly with a principal market maker in connection with over-Adviser. B. the-counter transactions, except when it is believed that best execution is obtainable elsewhere. Subject to such policies as the Trustees may determine, the Sub-Adviser may place orders shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Trust to pay a broker or dealer that provides brokerage and research services an amount of commission for the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable law, may pay commissions on transactions effecting a portfolio investment transaction in excess of the amount of commissions commission another broker or dealer would have charged. charged for effecting that transaction, if the Sub-Adviser will seek best execution under the circumstances determines in good faith that such excess amount of the particular transaction taking into consideration the full range and quality of a broker’s services commission was reasonable in placing brokerage including, among other things, relation to the value of the brokerage and research services provided as well as execution capabilityby such broker or dealer, commission rate, financial responsibility and responsiveness to viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund its affiliates with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit respect to the Fund. Manager understands Trust and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share other clients of the securities involved at such average price. Notwithstanding the foregoing, Sub-Sub- Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of to which Sub-Adviser or Manager without any affiliate of the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Managerexercises investment discretion. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (id) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file with the Securities and Exchange Commission (“SEC”) all forms pursuant to Sections 13(d), 13(f) and 13(g) of the Exchange Act, with respect to its duties as are set forth herein. F. The Sub-Adviser shall reasonably cooperate with Manager and/or the Trust in responding not be obligated to pay any regulatory expenses of or compliance examinations or inspections (including any information requests) relating to the Trust, for a Fund or Manager brought not expressly assumed by any governmental or regulatory authorities. G. the Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect pursuant to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actionsthis Section 1. H. Sub-Adviser, in connection with its rights and duties with respect to the Funds and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.

Appears in 2 contracts

Samples: Sub Adviser Agreement (Allmerica Investment Trust), Sub Adviser Agreement (Allmerica Investment Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub(a) Subject always to the control of the Trustees of Allmerica Investment Trust (the "Trust"), a Massachusetts business trust, the Sub-adviser Adviser, at its expense, will furnish continuously an investment program for each of the following series of shares of the Trust: the Growth Fund and such other series of shares as the Trust, the Manager and the Sub-Adviser may from time to each Fundtime agree on (together, the "Funds"). The Sub-Adviser will coordinate the make investment and reinvestment decisions on behalf of each of the assets Funds and place all orders for the purchase and sale of portfolio securities. In the performance of its duties, the Sub- Adviser will comply with the provisions of the Fund Agreement and determine the composition Declaration of Trust and Bylaws of the assets Trust and the objectives and policies of each of the FundFunds, as set forth in accordance the current Registration Statement of the Trust filed with the terms Securities and Exchange Commission and any applicable federal and state laws, and will comply with other policies which the Trustees of this Agreement, the Fund’s Prospectus and the Fund’s Statement of Additional Information Trust (the “SAI”"Trustees") (or the Manager, as each the case may be updated or amendedbe, may from time to time) time determine in writing. The Sub-Adviser shall make its officers and subject employees available to the direction, supervision Manager from time to time at reasonable times to review investment policies of the Funds and control to consult with the Manager regarding the investment affairs of Manager and the Trustees. Prior to the commencement of Funds. (b) The Sub-Adviser’s services hereunder, Manager shall provide at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including clerical personnel and equipment necessary for the efficient conduct of the investment affairs of each of the Funds (excluding pricing and bookkeeping services). (c) The Sub-Adviser shall place all orders for the purchase and sale of portfolio investments for each Fund with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide issuers, brokers or dealers selected by the Sub-Adviser which may include brokers or dealers affiliated with copies the Sub- Adviser. In the selection of such brokers or other written notice dealers and the placing of any amendmentssuch orders, modifications or supplements to each Fund’s Prospectus and SAI and the Sub-Adviser will not need always shall seek best execution, (except to comply until the extent permitted by the next sentence hereof) which is to place portfolio transactions where each Fund can obtain the most favorable combination of price and execution services in particular transactions or provided on a copy has been provided continuing basis by a broker or dealer, and to Subdeal directly with a principal market maker in connection with over-Adviser. B. the-counter transactions, except when it is believed that best execution is obtainable elsewhere. Subject to such policies as the Trustees may determine, the Sub-Adviser may place orders for shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the execution of transactions with Trust to pay a broker or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), dealer that provides brokerage and other applicable law, may pay commissions on transactions in excess of the research services an amount of commissions commission greater than that which another broker or dealer would have charged. charged for effecting that transaction, if the Sub-Adviser will seek best execution under the circumstances determines in good faith that such excess amount of the particular transaction taking into consideration the full range and quality of a broker’s services commission was reasonable in placing brokerage including, among other things, relation to the value of the brokerage and research services provided as well as execution capabilityby such broker or dealer, commission rate, financial responsibility and responsiveness to viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser (and its affiliates with respect to the determinative factor is not Trust and to other clients of the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty as to obtain which the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without any affiliate of the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Managerexercises investment discretion. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (id) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file with the Securities and Exchange Commission (“SEC”) all forms pursuant to Sections 13(d), 13(f) and 13(g) of the Exchange Act, with respect to its duties as are set forth herein. F. The Sub-Adviser shall reasonably cooperate with Manager and/or the Trust in responding not be obligated to pay any regulatory expenses of or compliance examinations or inspections (including any information requests) relating to the Trust, for a Fund or Manager brought not expressly assumed by any governmental or regulatory authorities. G. the Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect pursuant to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actionsthis Section 1. H. Sub-Adviser, in connection with its rights and duties with respect to the Funds and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.

Appears in 2 contracts

Samples: Sub Adviser Agreement (Allmerica Investment Trust), Sub Adviser Agreement (Allmerica Investment Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub-adviser to each Fund, Sub-Adviser will coordinate the investment and reinvestment of the assets of the Fund and determine the composition of the assets of the Fund, in accordance with the terms of this Agreement, the Fund’s Prospectus and the Fund’s Statement of Additional Information (the “SAI”) (as each they may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and Statement of Additional Information (“SAI”). Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund)Adviser. In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a the Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees Trust’s Board of Trustees, that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is the Funds are required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of the Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file with the Securities and Exchange Commission (“SEC”) all forms pursuant to Sections Section 13(d), 13(f) and 13(g) of the Exchange Act, with respect to its duties as are set forth herein. F. Sub-Adviser shall reasonably cooperate with Manager and/or the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, [provided that the Sub-Adviser will not be responsible for (i) voting proxies relating to securities in which assets of the Fund’s investment portfolio are invested, or for maintaining any records detailing such votes]; and (ii) any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. Sub-Adviser, in connection with its rights and duties with respect to the Funds and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.

Appears in 1 contract

Samples: Sub Advisory Agreement (Hennessy Funds Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub(a) Subject always to the control of the Trustees of Allmerica Investment Trust (the "Trust"), a Massachusetts business trust, the Sub-adviser Adviser, at its expense, will furnish continuously an investment program for the following series of shares of the Trust: the SELECT STRATEGIC GROWTH FUND (the "Fund") and such other series of shares as the Trust, the Manager and the Sub-Adviser may from time to each Fundtime agree on (together, the "Funds"). The Sub-Adviser will coordinate the make investment and reinvestment decisions on behalf of the assets Funds and place all orders for the purchase and sale of portfolio securities. In the performance of its duties, the Sub- Adviser will comply with the provisions of the Fund Agreement and determine the composition Declaration of Trust and Bylaws of the assets Trust and the objectives and policies of the Fund, as set forth in accordance with the terms of this Agreement, the Fund’s Prospectus and the Fund’s current Registration Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file Trust filed with the Securities and Exchange Commission ("SEC”) all forms pursuant to Sections 13(d), 13(f") and 13(g) any applicable federal and state laws, and will comply with other policies which the Trustees of the Exchange ActTrust (the "Trustees") or the Manager, with respect as the case may be, may from time to its duties as time determine and which are set forth herein. F. furnished to the Sub-Adviser. The Sub-Adviser shall reasonably cooperate make its officers and employees available to the Manager from time to time at reasonable times to review investment policies of the Fund and to consult with the Manager and/or regarding the investment affairs of the Fund. In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust in responding any way or otherwise be deemed to any regulatory or compliance examinations or inspections (including any information requests) relating to be an agent of the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. (b) The Sub-Adviser, at its expense, will furnish (i) all investment and management facilities, including salaries of personnel necessary for it to perform the duties set forth in this Agreement, and (ii) administrative facilities, including clerical personnel and equipment necessary for the conduct of the investment affairs of the Fund (excluding brokerage expenses and pricing and bookkeeping services). (c) The Sub-Adviser shall place all orders for the purchase and sale of portfolio investments for the Fund with issuers, brokers or dealers selected by the Sub-Adviser which may include brokers or dealers affiliated with the Sub-Adviser. In the selection of such brokers or dealers and the placing of such orders, the Sub-Adviser always shall seek best execution (except to the extent permitted by the next sentence hereof), which is to place portfolio transactions where the Fund can obtain the most favorable combination of price and execution services in particular transactions or provided on a continuing basis by a broker or dealer, and to deal directly with a principal market maker in connection with over-the-counter transactions, except when it is believed that best execution is obtainable elsewhere. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its rights having caused the Trust to pay a broker or dealer that provides brokerage and duties research services an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser 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 broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub- Adviser and its affiliates with respect to the Funds Trust and to other clients of the Trust shall use Sub-Adviser as to which Sub-Adviser or any affiliate of the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aimsSub-Adviser exercises investment discretion.

Appears in 1 contract

Samples: Sub Adviser Agreement (Allmerica Investment Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub-adviser (a) Subject always to each Fundthe control of the Trustees of Allmerica Investment Trust (the "Trust"), a Massachusetts business trust, the Sub-Adviser Adviser, at its expense, will coordinate furnish continuously an investment program for the investment and reinvestment following series of shares of the assets Trust: the Select International Equity Fund (the "Fund") and such other series of shares as the Fund and determine the composition of the assets of the Fund, in accordance with the terms of this AgreementTrust, the Fund’s Prospectus and the Fund’s Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for from time to time agree on (together, the execution of transactions with or through such brokers, dealers or banks as "Funds"). The Sub-Adviser acknowledges the Fund may select and, subject have one or more other sub-advisers and that the Manager shall from time to Section 28(e) time determine the portion of the Securities Exchange Act of 1934, as amended (Fund's assets to be managed by the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by "Sub-Adviser's Portion"). Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, The Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under make investment decisions only on behalf of the Investment Company Act) Sub-Adviser's Portion and place all orders for the purchase and sale of portfolio securities relating thereto. The Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide not consult with any AIT Sub-Adviser with a list (other than an affiliated person of brokers the Sub-Adviser), concerning transactions for the Fund in securities or dealers other assets. To the extent that are affiliated persons multiple AIT Sub-Advisers serve as investment advisers of Manager. C. Manager understands and agrees and has advised the Trustees that Fund, the Sub-Adviser performs shall be responsible for providing investment management services for various clients and may take action advice to the Fund only with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because 's Portion of the fact that it may effect transactions with respect to securities for Fund. In the performance of its own account or for duties under this Agreement, the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager comply with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each provisions of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report Agreement and Declaration of any material changes to Sub-Adviser’s policies Trust and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 Bylaws of the Investment Company ActTrust and the objectives and policies of the Fund, as well as set forth in the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required current Registration Statement of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file Trust filed with the Securities and Exchange Commission ("SEC”) all forms pursuant to Sections 13(d), 13(f") and 13(g) any applicable federal and state laws, and will comply with other policies which the Trustees of the Exchange ActTrust (the "Trustees") or the Manager, as the case may be, may from time to time determine and which are furnished to the Sub-Adviser including, if requested by the Manager, managing the Sub-Adviser's Portion as if it were a separate investment company for the purposes of determining compliance with respect to its duties the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust and the objectives and policies of the Fund, as are set forth herein. F. in the current Registration Statement of the Trust filed with the SEC and any applicable federal and state laws, and other policies which the Trustees of the Trust or the Manager may furnish to the Sub-Adviser. The Sub-Adviser shall reasonably cooperate make its officers and employees available to the Manager from time to time at reasonable times and upon reasonable notice to review investment policies of the Fund and to consult with the Manager and/or regarding the investment affairs of the Fund. In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust in responding any way or otherwise be deemed to any regulatory or compliance examinations or inspections (including any information requests) relating to be an agent of the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. (b) The Sub-Adviser, at its expense, will furnish (i) all investment and management facilities, including salaries of personnel necessary for it to perform the duties set forth in this Agreement, and (ii) administrative facilities, including clerical personnel and equipment necessary for the conduct of the investment affairs of the Fund (excluding brokerage expenses and pricing and bookkeeping services). (c) The Sub-Adviser shall place all orders for the purchase and sale of portfolio investments for the Sub-Adviser's Portion with issuers, brokers or dealers selected by the Sub-Adviser which may include brokers or dealers affiliated with the Sub-Adviser. In the selection of such brokers or dealers and the placing of such orders, the Sub-Adviser always shall seek best execution (except to the extent permitted by the next sentence hereof), which is to place portfolio transactions where the Fund can obtain the most favorable combination of price and execution services in particular transactions or provided on a continuing basis by a broker or dealer, and to deal directly with a principal market maker in connection with over-the-counter transactions, except when it is believed that best execution is obtainable elsewhere. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its rights having caused the Trust to pay a broker or dealer that provides brokerage and duties research services an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser 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 broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser and its affiliates with respect to the Funds Trust and to other clients of the Trust shall use Sub-Adviser as to which Sub-Adviser or any affiliate of the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aimsSub-Adviser exercises investment discretion.

Appears in 1 contract

Samples: Sub Adviser Agreement (Allmerica Investment Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub(a) Subject always to the control of the Trustees of Allmerica Investment Trust (the "Trust"), a Massachusetts business trust, the Sub-adviser Adviser, at its expense, will furnish continuously an investment program for each of the following series of shares of the Trust: Select Aggressive Growth Fund and such other series of shares as the Trust, the Manager and the Sub-Adviser may from time to each Fundtime agree on (together, the "Funds"). The Sub-Adviser will coordinate the make investment and reinvestment decisions on behalf of each of the assets Funds and place all orders for the purchase and sale of portfolio securities. In the Fund and determine the composition performance of the assets of the Fund, in accordance with the terms of this Agreementits duties, the Fund’s Prospectus and the Fund’s Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need comply with the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust and the objectives and policies of each of the Funds, as set forth in the current Registration Statement of the Trust filed with the Securities and Exchange Commission and any applicable federal and state laws, and will comply with other policies which the Trustees of the Trust (the "Trustees") or the Manager, as the case may be, may from time to comply until a copy has been provided time determine in writing. The Sub-Adviser shall make its officers and employees available to the Manager from time to time at reasonable times to review investment policies of the Funds and to consult with the Manager regarding the investment affairs of the Funds. (b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including clerical personnel and equipment necessary for the efficient conduct of the investment affairs of each of the Funds (excluding pricing and bookkeeping services). B. (c) The Sub-Adviser may shall place all orders for the execution purchase and sale of transactions portfolio investments for each Fund with issuers, brokers or through such brokers, dealers or banks as selected by the Sub-Adviser which may select andinclude brokers or dealers affiliated with the Sub- Adviser. In the selection of such brokers or dealers and the placing of such orders, subject the Sub-Adviser always shall seek best execution, (except to Section 28(ethe extent permitted by the next sentence hereof) which is to place portfolio transactions where each Fund can obtain the most favorable combination of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)price and execution services in particular transactions or provided on a continuing basis by a broker or dealer, and other applicable lawto deal directly with a principal market maker in connection with over-the-counter transactions, except when it is believed that best execution is obtainable elsewhere. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Trust to pay commissions on transactions a broker or dealer that provides brokerage and research services an amount of commission for effecting a portfolio investment transaction in excess of the amount of commissions commission another broker or dealer would have charged. charged for effecting that transaction, if the Sub-Adviser will seek best execution under the circumstances determines in good faith that such excess amount of the particular transaction taking into consideration the full range and quality of a broker’s services commission was reasonable in placing brokerage including, among other things, relation to the value of the brokerage and research services provided as well as execution capabilityby such broker or dealer, commission rate, financial responsibility viewed in terms of either that particular transaction or the overall responsibilities of the Sub- Adviser and responsiveness its affiliates with respect to the Trust and to other clients of the Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty as to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of which Sub-Adviser or Manager without any affiliate of the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Managerexercises investment discretion. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (id) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file with the Securities and Exchange Commission (“SEC”) all forms pursuant to Sections 13(d), 13(f) and 13(g) of the Exchange Act, with respect to its duties as are set forth herein. F. The Sub-Adviser shall reasonably cooperate with Manager and/or the Trust in responding not be obligated to pay any regulatory expenses of or compliance examinations or inspections (including any information requests) relating to the Trust, for a Fund or Manager brought not expressly assumed by any governmental or regulatory authorities. G. the Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect pursuant to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actionsthis Section 1. H. Sub-Adviser, in connection with its rights and duties with respect to the Funds and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.

Appears in 1 contract

Samples: Sub Adviser Agreement (Allmerica Investment Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub-adviser to each Fund, Sub-Adviser will coordinate the investment and reinvestment of the assets of the Fund and determine the composition of the assets of the Fund, in accordance with the terms of this Agreement, the Fund’s Prospectus and the Fund’s Statement of Additional Information (the “SAI”) (as each they may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and Statement of Additional Information (“SAI”). Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund)Adviser. In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a the Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees Trust’s Board of Trustees, that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is the Funds are required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of the Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. . E Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file with the Securities and Exchange Commission (“SEC”) all forms pursuant to Sections Section 13(d), 13(f) and 13(g) of the Exchange Act, with respect to its duties as are set forth herein. F. Sub-Adviser shall reasonably cooperate with Manager and/or the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that the Sub-Adviser will not be responsible for (i) voting proxies relating to securities in which assets of the Fund’s investment portfolio are invested, or for maintaining any records detailing such votes; and (ii) any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. Sub-Adviser, in connection with its rights and duties with respect to the Funds and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.

Appears in 1 contract

Samples: Sub Advisory Agreement (Hennessy Advisors Inc)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub-adviser to each Fund, Sub-Adviser will coordinate the investment and reinvestment of the assets of the Fund and determine the composition of the assets of the Fund, in accordance with the terms of this Agreement, the Fund’s Prospectus and the Fund’s Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision supervision, and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications modifications, or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility responsibility, and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which that may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account account, or for the other accounts of others which that it manages which manages, that are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs subparagraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books books, and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file with the Securities and Exchange Commission (“SEC”) all forms pursuant to Sections 13(d), 13(f) ), and 13(g) of the Exchange Act, with respect to its duties as are set forth herein. F. Sub-Adviser shall reasonably cooperate with Manager and/or the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, ; provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. Sub-Adviser, in connection with its rights and duties with respect to the Funds and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.

Appears in 1 contract

Samples: Sub Advisory Agreement (Hennessy Advisors Inc)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub-adviser (a) Subject always to each Fundthe control of the Trustees of PIMCO Advisors Funds (the "Trust"), a Massachusetts business trust, the Sub-Adviser Adviser, at its expense, will coordinate furnish continuously an investment program for the investment and reinvestment Value Fund series of the assets Trust (the "Fund") and will make investment decisions on behalf of the Fund and determine place all orders for the composition purchase and sale of portfolio securities and all other investments. In the performance of its duties, the Sub-Adviser (1) will comply with the provisions of the assets Trust's Agreement and Declaration of Trust and By-laws, including any amendments thereto (upon receipt of such amendments by the Sub-Adviser), and the investment objectives, policies and restrictions of the Fund, Fund as set forth in accordance with the terms of this Agreement, the Fund’s its current Prospectus and the Fund’s Statement of Additional Information (copies of which will be supplied to the “SAI”Sub-Adviser upon filing with the SEC), (2) will use its best efforts to safeguard and promote the welfare of the Fund, (3) will comply with other policies which the Trustees or the Manager, as each the case may be updated or amendedbe, may from time to time) and subject time determine as promptly as practicable after such policies have been communicated to the directionSub-Adviser in writing, supervision and control (4) shall exercise the same care and diligence expected of Manager and the Trustees. Prior The Sub-Adviser and the Manager shall each make its officers and employees available to the commencement other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding investment affairs of the Fund. (b) The Sub-Adviser’s services hereunder, Manager shall provide at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties hereunder faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund, including verification and oversight of the pricing of the Fund's portfolio (but excluding determination of net asset value and shareholder accounting services). 3033786.01 4- (c) In the selection of brokers or dealers and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser with current copies shall use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including, by way of each Fund’s Prospectus illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and SAItrends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in other transactions. Manager undertakes Subject to provide such policies as the Trustees of the Trust may determine and communicate to the Sub-Adviser with copies or other written notice of any amendmentsin writing, modifications or supplements to each Fund’s Prospectus and SAI and the Sub-Adviser will shall not need be deemed to comply until have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Trust to pay a copy has been broker or dealer that provides brokerage and research services to the Sub-Adviser or its affiliates an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided to by such broker or dealer, viewed in terms of either that particular transaction or the Sub-Adviser. B. 's overall responsibilities with respect to the Trust and to other clients of the Sub-Adviser may place orders for and its affiliates as to which the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject and its affiliates exercise investment discretion. The Trust agrees that any entity or person associated with the Sub-Adviser or its affiliates which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Trust and any Fund thereof which is permitted by Section 28(e11(a) of the Securities Exchange Act of 1934, as amended (the “Exchange "1934 Act”)") and Rule 11a2-2(T) thereunder, and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit Trust has consented to the Fund. Manager understands and agrees that when retention of compensation for such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub11a2-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii2(T)(2)(iv). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file with the Securities and Exchange Commission (“SEC”d) all forms pursuant to Sections 13(d), 13(f) and 13(g) of the Exchange Act, with respect to its duties as are set forth herein. F. The Sub-Adviser shall reasonably cooperate with Manager and/or not be obligated to pay any expenses of or for the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to Fund not expressly assumed by the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect pursuant to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actionsthis Section 1. H. Sub-Adviser, in connection with its rights and duties with respect to the Funds and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.

Appears in 1 contract

Samples: Sub Adviser Agreement (Pimco Advisors Funds)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub-adviser to each Fund, Sub-Adviser will coordinate the investment and reinvestment of the assets of the Fund and determine the composition of the assets of the Fund, in accordance with the terms of this Agreement, the Fund’s Prospectus and the Fund’s Statement of Additional Information (the “SAI”) (as each they may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and Statement of Additional Information (“SAI”). Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund)Adviser. In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees Trust’s Board of Trustees, that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file with the Securities and Exchange Commission (“SEC”) all forms pursuant to Sections Section 13(d), 13(f) and 13(g) of the Exchange Act, with respect to its duties as are set forth herein. F. Sub-Adviser shall reasonably cooperate with Manager and/or the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. Sub-Adviser, in connection with its rights and duties with respect to the Funds and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.

Appears in 1 contract

Samples: Sub Advisory Agreement (Hennessy Advisors Inc)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub(a) Subject always to the control of the Trustees of Allmerica Investment Trust (the "Trust"), a Massachusetts business trust, the Sub-adviser Adviser, at its expense, will furnish continuously an investment program for the following series of shares of the Trust: the SELECT STRATEGIC GROWTH FUND (the "Fund") and such other series of shares as the Trust, the Manager and the Sub-Adviser may from time to each Fundtime agree on (together, the "Funds"). The Sub-Adviser will coordinate the make investment and reinvestment decisions on behalf of the assets Funds and place all orders for the purchase and sale of portfolio securities. In the performance of its duties, the Sub-Adviser will comply with the provisions of the Fund Agreement and determine the composition Declaration of Trust and Bylaws of the assets Trust and the objectives and policies of the Fund, as set forth in accordance with the terms of this Agreement, the Fund’s Prospectus and the Fund’s current Registration Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file Trust filed with the Securities and Exchange Commission ("SEC”) all forms pursuant to Sections 13(d), 13(f") and 13(g) any applicable federal and state laws, and will comply with other policies which the Trustees of the Exchange ActTrust (the "Trustees") or the Manager, with respect as the case may be, may from time to its duties as time determine and which are set forth herein. F. furnished to the Sub-Adviser. The Sub-Adviser shall reasonably cooperate make its officers and employees available to the Manager from time to time at reasonable times to review investment policies of the Fund and to consult with the Manager and/or regarding the investment affairs of the Fund. In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust in responding any way or otherwise be deemed to any regulatory or compliance examinations or inspections (including any information requests) relating to be an agent of the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. (b) The Sub-Adviser, at its expense, will furnish (i) all investment and management facilities, including salaries of personnel necessary for it to perform the duties set forth in this Agreement, and (ii) administrative facilities, including clerical personnel and equipment necessary for the conduct of the investment affairs of the Fund (excluding brokerage expenses and pricing and bookkeeping services). (c) The Sub-Adviser shall place all orders for the purchase and sale of portfolio investments for the Fund with issuers, brokers or dealers selected by the Sub-Adviser which may include brokers or dealers affiliated with the Sub-Adviser. In the selection of such brokers or dealers and the placing of such orders, the Sub-Adviser always shall seek best execution (except to the extent permitted by the next sentence hereof), which is to place portfolio transactions where the Fund can obtain the most favorable combination of price and execution services in particular transactions or provided on a continuing basis by a broker or dealer, and to deal directly with a principal market maker in connection with over-the-counter transactions, except when it is believed that best execution is obtainable elsewhere. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its rights having caused the Trust to pay a broker or dealer that provides brokerage and duties research services an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser 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 broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser and its affiliates with respect to the Funds Trust and to other clients of the Trust shall use Sub-Adviser as to which Sub-Adviser or any affiliate of the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aimsSub-Adviser exercises investment discretion.

Appears in 1 contract

Samples: Sub Adviser Agreement (Allmerica Investment Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub-adviser (a) Subject always to each Fundthe control of the Trustees of Allmerica Investment Trust (the "Trust"), a Massachusetts business trust, the Sub-Adviser Adviser, at its expense, will coordinate furnish continuously an investment program for the investment and reinvestment following series of shares of the assets Trust: the Select International Equity Fund (the "Fund") and such other series of shares as the Fund and determine the composition of the assets of the Fund, in accordance with the terms of this AgreementTrust, the Fund’s Prospectus and the Fund’s Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for from time to time agree on (together, the execution of transactions with or through such brokers, dealers or banks as "Funds"). The Sub-Adviser acknowledges the Fund may select and, subject have one or more other sub-advisers and that the Manager shall from time to Section 28(e) time determine the portion of the Securities Exchange Act of 1934, as amended (Fund's assets to be managed by the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by "Sub-Adviser's Portion"). Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, The Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under make investment decisions on behalf of the Investment Company Act) Sub-Adviser's Portion and place all orders for the purchase and sale of portfolio securities relating thereto. The Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide not consult with any AIT Sub-Adviser with a list (other than an affiliated person of brokers the Sub-Adviser), concerning transactions for the Fund in securities or dealers other assets. To the extent that are affiliated persons multiple AIT Sub-Advisers serve as investment advisers of Manager. C. Manager understands and agrees and has advised the Trustees that Fund, the Sub-Adviser performs shall be responsible for providing investment management services for various clients and may take action advice to the Fund only with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because 's Portion of the fact that it may effect transactions with respect to securities for Fund's portfolio. In the performance of its own account or for duties, the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager comply with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each provisions of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report Agreement and Declaration of any material changes to Sub-Adviser’s policies Trust and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 Bylaws of the Investment Company ActTrust and the objectives and policies of the Fund, as well as set forth in the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required current Registration Statement of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file Trust filed with the Securities and Exchange Commission ("SEC”) all forms pursuant to Sections 13(d), 13(f") and 13(g) any applicable federal and state laws, and will comply with other policies which the Trustees of the Exchange ActTrust (the "Trustees") or the Manager, as the case may be, may from time to time determine and which are furnished to the Sub-Adviser. The Manager acknowledges and agrees that the Sub-Adviser will manage the Sub-Adviser's Portion as if it were a separate investment company for the purposes of determining compliance with respect to its duties the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust and the objectives and policies of the Fund, as are set forth herein. F. in the current Registration Statement of the Trust filed with the SEC and any applicable federal and state laws, and other policies which the Trustees of the Trust or the Manager may furnish to the Sub-Adviser. The Sub-Adviser shall reasonably cooperate make its officers and employees available to the Manager from time to time at reasonable times to review investment policies of the Fund and to consult with the Manager and/or regarding the investment affairs of the Fund. In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust in responding any way or otherwise be deemed to any regulatory or compliance examinations or inspections (including any information requests) relating to be an agent of the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. (b) The Sub-Adviser, at its expense, will furnish (i) all investment and management facilities, including salaries of personnel necessary for it to perform the duties set forth in this Agreement, and (ii) administrative facilities, including clerical personnel and equipment necessary for the conduct of the investment affairs of the Fund (excluding brokerage expenses and pricing and bookkeeping services). (c) The Sub-Adviser shall place all orders for the purchase and sale of portfolio investments for the Sub-Adviser's Portion with issuers, brokers or dealers selected by the Sub-Adviser which may include brokers or dealers affiliated with the Sub-Adviser. In the selection of such brokers or dealers and the placing of such orders, the Sub-Adviser always shall seek best execution (except to the extent permitted by the next sentence hereof), which is to place portfolio transactions where the Fund can obtain the most favorable combination of price and execution services in particular transactions or provided on a continuing basis by a broker or dealer, and to deal directly with a principal market maker in connection with over-the-counter transactions, except when it is believed that best execution is obtainable elsewhere. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its rights having caused the Trust to pay a broker or dealer that provides brokerage and duties research services an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser 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 broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser and its affiliates with respect to the Funds Trust and to other clients of the Trust shall use Sub-Adviser as to which Sub-Adviser or any affiliate of the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aimsSub-Adviser exercises investment discretion.

Appears in 1 contract

Samples: Sub Adviser Agreement (Allmerica Investment Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub-adviser (a) Subject always to each Fundthe control of the Trustees of PIMCO Advisors Funds (the "Trust"), a Massachusetts business trust, the Sub-Adviser Adviser, at its expense, will coordinate furnish continuously an investment program for the investment and reinvestment Discovery Fund series of the assets Trust (the "Fund") and will make investment decisions on behalf of the Fund and determine place all orders for the composition purchase and sale of portfolio securities and all other investments. In the performance of its duties, the Sub-Adviser (1) will comply with the provisions of the assets Trust's Agreement and Declaration of Trust and By-laws, including any amendments thereto (upon receipt of such amendments by the Sub-Adviser), and the investment objectives, policies and restrictions of the Fund, Fund as set forth in accordance with the terms of this Agreement, the Fund’s its current Prospectus and the Fund’s Statement of Additional Information (copies of which will be supplied to the “SAI”Sub-Adviser upon filing with the SEC), (2) will use its best efforts to safeguard and promote the welfare of the Fund, (3) will comply with other policies which the Trustees or the Manager, as each the case may be updated or amendedbe, may from time to time) and subject time determine as promptly as practicable after such policies have been communicated to the directionSub-Adviser in writing, supervision and control (4) shall exercise the same care and diligence expected of Manager and the Trustees. Prior The Sub-Adviser and the Manager shall each make its officers and employees available to the commencement other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding investment affairs of the Fund. (b) The Sub-Adviser’s services hereunder, Manager shall provide at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties hereunder faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund, including verification and oversight of the pricing of the Fund's portfolio (but excluding determination of net asset value and shareholder accounting services). 3033805.01 6- (c) In the selection of brokers or dealers and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser with current copies shall use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including, by way of each Fund’s Prospectus illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and SAItrends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in other transactions. Manager undertakes Subject to provide such policies as the Trustees of the Trust may determine and communicate to the Sub-Adviser with copies or other written notice of any amendmentsin writing, modifications or supplements to each Fund’s Prospectus and SAI and the Sub-Adviser will shall not need be deemed to comply until have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Trust to pay a copy has been broker or dealer that provides brokerage and research services to the Sub-Adviser or its affiliates an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided to by such broker or dealer, viewed in terms of either that particular transaction or the Sub-Adviser. B. 's overall responsibilities with respect to the Trust and to other clients of the Sub-Adviser may place orders for and its affiliates as to which the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject and its affiliates exercise investment discretion. The Trust agrees that any entity or person associated with the Sub-Adviser or its affiliates which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Trust and any Fund thereof which is permitted by Section 28(e11(a) of the Securities Exchange Act of 1934, as amended (the “Exchange "1934 Act”)") and Rule 11a2-2(T) thereunder, and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit Trust has consented to the Fund. Manager understands and agrees that when retention of compensation for such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub11a2-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii2(T)(2)(iv). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file with the Securities and Exchange Commission (“SEC”d) all forms pursuant to Sections 13(d), 13(f) and 13(g) of the Exchange Act, with respect to its duties as are set forth herein. F. The Sub-Adviser shall reasonably cooperate with Manager and/or not be obligated to pay any expenses of or for the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to Fund not expressly assumed by the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect pursuant to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actionsthis Section 1. H. Sub-Adviser, in connection with its rights and duties with respect to the Funds and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.

Appears in 1 contract

Samples: Sub Adviser Agreement (Pimco Advisors Funds)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub-adviser (a) Subject always to each Fundthe control of the Trustees of Allmerica Investment Trust (the "Trust"), a Massachusetts business trust, the Sub-Adviser Adviser, at its expense, will coordinate furnish continuously an investment program for the investment and reinvestment following series of shares of the assets Trust: the Core Equity Fund (the "Fund") and such other series of shares as the Fund and determine the composition of the assets of the Fund, in accordance with the terms of this AgreementTrust, the Fund’s Prospectus and the Fund’s Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for from time to time agree on (together, the execution of transactions with or through such brokers, dealers or banks as "Funds"). The Sub-Adviser acknowledges the Fund may select and, subject have one or more other sub-advisers and that the Manager shall from time to Section 28(e) time determine the portion of the Securities Exchange Act of 1934, as amended (Fund's assets to be managed by the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund"Sub-Adviser's Portion"). In no event shall With respect to the Fund, the Sub-Adviser shall be under any duty to obtain responsible only for the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser's Portion and the Sub-Adviser is shall have no responsibility for remaining portion(s) or segment(s) of the Fund and the Sub-Adviser shall not under be responsible for any duty to execute transactions for a costs, expenses, or liabilities arising from any portion of the Fund before or after transactions for other like accounts managed by than the Sub-Adviser's Portion. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, The Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under make investment decisions on behalf of the Investment Company Act) Sub-Adviser's Portion and place all orders for the purchase and sale of portfolio securities and instruments. The Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide not consult with any AIT Sub-Adviser with a list of brokers or dealers that are (other than affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees Sub-Adviser) concerning transactions for the Fund in securities or other assets. To the extent that multiple AIT Sub-Advisers serve as investment advisers of the Fund, the Sub-Adviser performs investment management services shall be responsible for various clients and may take action providing advice to the Fund only with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because 's Portion of the fact that it may effect transactions with respect to securities for Fund's portfolio. In the performance of its own account or for duties, the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager comply with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each provisions of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report Agreement and Declaration of any material changes to Sub-Adviser’s policies Trust and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 Bylaws of the Investment Company ActTrust and the objectives and policies of the Fund, as well as set forth in the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required current Registration Statement of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file Trust filed with the Securities and Exchange Commission ("SEC”) all forms pursuant to Sections 13(d), 13(f") and 13(g) any applicable federal and state laws, and will comply with other policies which the Trustees of the Exchange ActTrust (the "Trustees") or the Manager, with respect as the case may be, may from time to its duties as time determine and which are set forth herein. F. furnished to the Sub-Adviser. The Manager and the Sub-Adviser agree that the Sub-Adviser shall reasonably cooperate treat the Sub-Adviser's Portion as if it were a separate investment company for the purposes of determining compliance with the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust and the objectives and policies of the Fund, as set forth in the current Registration Statement of the Trust filed with the SEC and any applicable federal and state laws, including, without limitation U.S. tax laws, and other policies which the Trustees of the Trust or the Manager and/or may furnish to the Sub-Adviser, provided that with respect to procedures governing transactions involving affiliates (such as those adopted pursuant to the Investment Company Act of 1940 ("1940 Act") Rule 17a-7, 17e-1 and 10f-3), such procedures will identify any affiliate of the Manager and the Fund, other than affiliates of the Manager. The Sub-Adviser shall not bear any responsibility and shall be released from any obligation or cost which results from entering into a trade pursuant to the Fund's Rule 17a-7, 17e-1 or 10f-3 procedures with any affiliated entity, other than affiliates of the Manager, not specifically identified to the Sub-Adviser by the Manager. The Sub-Adviser shall make its officers and employees available to the Manager from time to time at reasonable times to review investment policies of the Fund and to consult with the Manager regarding the investment affairs of the Fund. In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust in responding any way or otherwise be deemed to any regulatory or compliance examinations or inspections (including any information requests) relating to be an agent of the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. (b) The Sub-Adviser, at its expense, will furnish (i) all investment and management facilities, including salaries of personnel necessary for it to perform the duties set forth in this Agreement, and (ii) administrative facilities, including clerical personnel and equipment necessary for the conduct of the investment affairs of the Fund (excluding brokerage expenses and pricing and bookkeeping services). (c) The Sub-Adviser willshall place all orders for the purchase and sale of portfolio investments for the Sub-Adviser's Portion with issuers, unless brokers, dealers and, to the extent applicable, Futures Commission Merchants ("FCM") selected by the Sub-Adviser which may include brokers, dealers or FCM's affiliated with the Sub-Adviser. In the selection of such brokers, or dealers or FCM's and until the placing of such orders, the Sub-Adviser always shall seek best execution. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise directed solely by Managerreason of its having caused the Trust to pay a broker or dealer that provides brokerage and research services an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, exercise all rights if the Sub-Adviser determines in good faith that such excess amount of security holders commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser and its affiliates with respect to the Trust and to other clients of the Sub-Adviser as to which Sub-Adviser or any affiliate of the Sub-Adviser exercises investment discretion. (d) The Manager hereby agrees and consents that the Sub-Adviser and its affiliates are authorized to execute agency cross transactions (collectively "Cross transactions") for the Fund provided such transactions comply with the Rule 206(3)-2 under the Investment Advisers Act of 1940 ("Advisers Act"), Rule 17e-1 under the 1940 Act and any other applicable laws or regulations. Cross transactions are transactions which may be effected by the Sub-Adviser or its affiliates acting for both the Fund and the counterparty to the transaction. Cross transactions enable the Sub-Adviser to purchase or sell a block of securities held for an account at a set price and possibly avoid an unfavorable price movement that may be created through entrance into the market with such purchase or sell order. However, the Manager should note that the Sub-Adviser has a potentially conflicting division of loyalties and responsibilities regarding both parties to Cross transactions and that the Sub-Adviser, or any of its affiliates, if acting as broker, may receive commissions from both parties to such transactions. The Manager understands that its authority as the Sub-Adviser to execute Cross transactions for the Account is terminable at will without penalty, effective upon receipt by each the Sub- Adviser of written notice from the Fund, provided and that the failure to terminate such authorization will result in its continuation. In connection with any agency Cross transactions, the Sub-Adviser will not be responsible for any provide the Fund with a confirming letter describing the details of such trades, and other corporate actions relating reports or information that the Fund may reasonably request. Upon request, the Sub-Adviser will disclose to the securities in which assets Fund the commissions received by the Sub-Adviser or its affiliates for executing the other side of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actionstransaction. H. Sub-Adviser, in connection with its rights and duties with respect to the Funds and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.

Appears in 1 contract

Samples: Sub Adviser Agreement (Allmerica Investment Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub(a) Subject always to the control of the Trustees of Allmerica Investment Trust (the "Trust"), a Massachusetts business trust, the Sub-adviser Adviser, at its expense, will furnish continuously an investment program for the following series of shares of the Trust: the SMALL CAP VALUE FUND (the "Fund") and such other series of shares as the Trust, the Manager and the Sub-Adviser may from time to each Fundtime agree on (together, the "Funds"). The Sub-Adviser will coordinate the make investment and reinvestment decisions on behalf of the assets Funds and place all orders for the purchase and sale of portfolio securities. In the performance of its duties, the Sub-Adviser will comply with the provisions of the Fund Agreement and determine the composition Declaration of Trust and Bylaws of the assets Trust and the objectives and policies of the Fund, as set forth in accordance with the terms of this Agreement, the Fund’s Prospectus and the Fund’s current Registration Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file Trust filed with the Securities and Exchange Commission ("SEC”) all forms pursuant to Sections 13(d), 13(f") and 13(g) any applicable federal and state laws, and will comply with other policies which the Trustees of the Exchange ActTrust (the "Trustees") or the Manager, with respect as the case may be, may from time to its duties as time determine and which are set forth herein. F. furnished to the Sub-Adviser. The Sub-Adviser shall reasonably cooperate make its officers and employees available to the Manager from time to time at reasonable times to review investment policies of the Fund and to consult with the Manager and/or regarding the investment affairs of the Fund. In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust in responding any way or otherwise be deemed to any regulatory or compliance examinations or inspections (including any information requests) relating to be an agent of the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. (b) The Sub-Adviser, at its expense, will furnish (i) all investment and management facilities, including salaries of personnel necessary for it to perform the duties set forth in this Agreement, and (ii) administrative facilities, including clerical personnel and equipment necessary for the conduct of the investment affairs of the Fund (excluding brokerage expenses and pricing and bookkeeping services). (c) The Sub-Adviser shall place all orders for the purchase and sale of portfolio investments for the Fund with issuers, brokers or dealers selected by the Sub-Adviser which may include brokers or dealers affiliated with the Sub-Adviser. In the selection of such brokers or dealers and the placing of such orders, the Sub-Adviser always shall seek best execution (except to the extent permitted by the next sentence hereof), which is to place portfolio transactions where the Fund can obtain the most favorable combination of price and execution services in particular transactions or provided on a continuing basis by a broker or dealer, and to deal directly with a principal market maker in connection with over-the-counter transactions, except when it is believed that best execution is obtainable elsewhere. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its rights having caused the Trust to pay a broker or dealer that provides brokerage and duties research services an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser 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 broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser and its affiliates with respect to the Funds Trust and to other clients of the Trust shall use Sub-Adviser as to which Sub-Adviser or any affiliate of the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aimsSub-Adviser exercises investment discretion.

Appears in 1 contract

Samples: Sub Adviser Agreement (Allmerica Investment Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub(a) Subject always to the control of the Trustees of The Sierra Variable Trust, a Massachusetts business trust (the "Trust") and to the overall supervision of the Manager, the Sub-adviser to each Adviser, at its expense, will furnish continuously an investment program for the portfolio represented by shares of The Growth and Income Fund series (the "Fund, "). The Sub-Adviser will coordinate the make investment and reinvestment of the assets decisions on behalf of the Fund and determine place all orders for the composition purchase and sale of portfolio securities. In the performance of its duties, the Sub-Adviser will comply with the provisions of the assets Agreement and Declaration of Trust, the By-laws of the Trust and the stated investment objectives, policies and restrictions of the Fund as set forth in its registration statement on Form N-1A, File No. 33-57732, and will use its best efforts to safeguard and promote the welfare of the Fund, in accordance and to comply with other policies which the terms of this AgreementTrustees or the Manager, as the Fund’s Prospectus and the Fund’s Statement of Additional Information (the “SAI”) (as each case may be updated or amendedbe, may from time to time) time determine and subject provide to the directionSub-Adviser in writing (including any additional requirements with respect to applicable insurance laws or regulations). The Manager represents that all such copies of the Trust's Registration Statement, supervision and control of Manager and the Trustees. Prior including exhibits, have been or will be provided to the commencement of Sub-Adviser’s services hereunder, and the Manager shall agrees promptly to provide the Sub-Adviser with current copies of each Fund’s Prospectus and SAIall amendments or supplements to the Registration Statement. Manager undertakes to provide The Sub-Adviser shall make its officers and employees available to the Manager at reasonable times to review investment policies of the Fund and to consult with copies the Manager regarding the investment affairs of the Fund. (b) The Sub-Adviser, at its expense, will furnish all (c) In the selection of brokers, dealers, futures commissions merchants or any other written notice sources of any amendmentsportfolio investments for the Fund (hereafter, modifications "brokers or supplements to each dealers") and the placing of orders for the purchase and sale of portfolio investments for the Fund’s Prospectus and SAI and , the Sub-Adviser will not need shall use its best efforts to comply until a copy has been provided obtain the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain the most favorable price and execution available, the Sub-Adviser. B. , bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Trustees of the Trust may determine, the Sub-Adviser may place orders for shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the execution Trust to pay, on behalf of transactions with the Fund, a broker or through such brokers, dealers or banks as dealer that provides brokerage and research services to the Sub-Adviser may select and, subject to Section 28(e) an amount of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable law, may pay commissions on transactions commission for effecting a portfolio investment transaction in excess of the amount of commissions commission another broker or dealer would have charged. charged for effecting that transaction, if the Sub-Adviser will seek best execution under the circumstances determines in good faith that such amount of the particular transaction taking into consideration the full range and quality of a broker’s services commission was reasonable in placing brokerage including, among other things, relation to the value of the brokerage and research services provided as well as execution capabilityby such broker or dealer, commission rate, financial responsibility and responsiveness to Sub-Adviser (viewed in terms of either that particular transaction or the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an 's overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds responsibilities with respect to the annual review of Sub-Adviser’s policies Trust and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 other clients of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will as to which the Sub-Adviser exercises investment discretion. As provided in the Management Contract between the Trust and the Manager with respect to the Fund, dated as of April 8, 1993 (the "Management Contract"), the Trust agrees that any entity or person associated with the Manager or Sub-Adviser which is a member of a national securities exchange is authorized to effect any transaction on (d) The Sub-Adviser shall not be obligated to pay any expenses of or for the Fund not expressly assumed by the Sub-Adviser pursuant to this Section 1. (e) The Sub-Adviser shall maintain and preserve all accounts, books and records with respect to each Fund as are the Fund's portfolio transactions required by subparagraphs (b)(5) - (b)(11) and paragraph (f) of an investment adviser of a registered investment company pursuant to Rule 31a-1 under the Investment Company Act and the Advisers Act and the rules thereunder of 1940, as amended, and shall file with render to the Securities and Exchange Commission (“SEC”) all forms pursuant to Sections 13(d), 13(f) and 13(g) Board of Trustees of the Exchange Act, with respect to its duties Trust such periodic and special reports as are set forth hereinthe Board may reasonably request. F. Sub-Adviser shall reasonably cooperate with Manager and/or the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. Sub-Adviser, in connection with its rights and duties with respect to the Funds and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.

Appears in 1 contract

Samples: Sub Adviser Agreement (Sierra Variable Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub-adviser (a) Subject always to each Fundthe control of the Trustees of PIMCO Advisors Funds (the "Trust"), a Massachusetts business trust, the Sub-Adviser Adviser, at its expense, will coordinate furnish continuously an investment program for the investment and reinvestment Total Return Income Fund series of the assets Trust (the "Fund") and will make investment decisions on behalf of the Fund and determine place all orders for the composition purchase and sale of portfolio securities and all other investments. In the performance of its duties, the Sub-Adviser (1) will comply with the provisions of the assets Trust's Agreement and Declaration of Trust and By-laws, including any amendments thereto (upon receipt of such amendments by the Sub-Adviser), and the investment objectives, policies and restrictions of the Fund, Fund as set forth in accordance with the terms of this Agreement, the Fund’s its current Prospectus and the Fund’s Statement of Additional Information (copies of which will be supplied to the “SAI”Sub-Adviser upon filing with the SEC), (2) will use its best efforts to safeguard and promote the welfare of the Fund, (3) will comply with other policies which the Trustees or the Manager, as each the case may be updated or amendedbe, may from time to time) and subject time determine as promptly as practicable after such policies have been communicated to the directionSub-Adviser in writing, supervision and control (4) shall exercise the same care and diligence expected of Manager and the Trustees. Prior The Sub-Adviser and the Manager shall each make its officers and employees available to the commencement other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding investment affairs of the Fund. (b) The Sub-Adviser’s services hereunder, Manager shall provide at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties hereunder faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund, including verification and oversight of the pricing of the Fund's portfolio (but excluding determination of net asset value and shareholder accounting services). 3008035.01 3- (c) In the selection of brokers or dealers and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser with current copies shall use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including, by way of each Fund’s Prospectus illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and SAItrends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in other transactions. Manager undertakes Subject to provide such policies as the Trustees of the Trust may determine and communicate to the Sub-Adviser with copies or other written notice of any amendmentsin writing, modifications or supplements to each Fund’s Prospectus and SAI and the Sub-Adviser will shall not need be deemed to comply until have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Trust to pay a copy has been broker or dealer that provides brokerage and research services to the Sub-Adviser or its affiliates an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another border or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided to by such broker or dealer, viewed in terms of either that particular transaction or the Sub-Adviser. B. 's overall responsibilities with respect to the Trust and to other clients of the Sub-Adviser may place orders for and its affiliates as to which the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject and its affiliates exercise investment discretion. The Trust agrees that any entity or person associated with the Sub-Adviser or its affiliates which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Trust and any Fund thereof which is permitted by Section 28(e11(a) of the Securities Exchange Act of 1934, as amended (the “Exchange "1934 Act”)") and Rule 11a2-2(T) thereunder, and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit Trust has consented to the Fund. Manager understands and agrees that when retention of compensation for such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub11a2-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii2(T)(2)(iv). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file with the Securities and Exchange Commission (“SEC”) all forms pursuant to Sections 13(d), 13(f) and 13(g) of the Exchange Act, with respect to its duties as are set forth herein. F. Sub-Adviser shall reasonably cooperate with Manager and/or the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. Sub-Adviser, in connection with its rights and duties with respect to the Funds and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.

Appears in 1 contract

Samples: Sub Adviser Agreement (Pimco Advisors Funds)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub(a) Subject always to the control of the Trustees of Allmerica Investment Trust (the "Trust"), a Massachusetts business trust, the Sub-adviser Adviser, at its expense, will furnish continuously an investment program for the following series of shares of the Trust: the Select Growth and Income Fund (the "Fund") and such other series of shares as the Trust, the Manager and the Sub-Adviser may from time to each Fundtime agree on (together, the "Funds"). The Sub-Adviser will coordinate the make investment and reinvestment of the assets decisions on behalf of the Fund and determine place all orders for the composition purchase and sale of portfolio securities. In the performance of its duties, the Sub-Adviser will comply with the provisions of the assets Agreement and Declaration of Trust and Bylaws of the Trust and the objectives and policies of the Fund, as set forth in accordance with the terms of this Agreement, the Fund’s Prospectus and the Fund’s current Registration Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file Trust filed with the Securities and Exchange Commission ("SEC”) all forms pursuant to Sections 13(d), 13(f") and 13(g) any applicable federal and state laws, and will comply with other policies which the Trustees of the Exchange ActTrust (the "Trustees") or the Manager, as the case may be, may from time to time determine and which are furnished to the Sub-Adviser. The Sub- Adviser shall make its officers and employees available to the Manager from time to time at reasonable times to review the investment policies of the Fund and to consult with respect to the Manager regarding the investment affairs of the Fund. In the performance of its duties as are hereunder, the Sub- Adviser is and shall be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust in any way or otherwise be deemed to be an agent of the Trust. (b) The Sub-Adviser, at its expense, will furnish all investment, management and administrative facilities, including, but not limited to, salaries of personnel, necessary for it to perform the duties set forth hereinin this Agreement (excluding brokerage expenses and pricing and bookkeeping services). F. (c) The Sub-Adviser shall reasonably cooperate place all orders for the purchase and sale of portfolio investments for the Fund with Manager and/or issuers, brokers or dealers selected by the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser willwhich may include brokers or dealers affiliated with the Sub-Adviser. In the selection of such brokers or dealers and the placing of such orders, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that the Sub-Adviser will not be responsible for any other corporate actions relating always shall seek best execution (except to the securities extent permitted by the next sentence hereof), which is to place portfolio transactions where the Fund can obtain the most favorable combination of price and execution services in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs particular transactions or claims in class actions. H. Sub-Adviser, in connection with its rights and duties with respect to the Funds and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.provided on a

Appears in 1 contract

Samples: Sub Adviser Agreement (Allmerica Investment Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub(a) Subject always to the control of the Trustees of The Valiant Fund (the "Trust"), a Massachusetts business trust, the Sub-adviser Adviser, at its expense, will furnish continuously an investment program for each of the following series of shares of the Trust: U.S. Treasury Money Market Portfolio, U.S. Treasury Income Portfolio (formerly, U.S. Government Money Market Portfolio), General Money Market Portfolio, and Tax-Exempt Money Market Portfolio and such other series of shares as the Trust, the Manager and the Sub-Adviser may from time to each Fundtime agree on (as set forth in a notice attached hereto stating the name of any other series, with the applicable compensation schedule), (together, the "Funds"). The Sub-Adviser will coordinate the make investment and reinvestment decisions on behalf of the assets of the Fund and determine the composition of the assets of the Fund, in accordance with the terms of this Agreement, the Fund’s Prospectus and the Fund’s Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as and place all orders for the Trustees may recommendpurchase and sale of portfolio securities. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate In the following: (i) a report performance of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under its duties, the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain comply with the provisions of the Agreement and preserve all accounts, books Declaration of Trust and records with respect to each Fund as are required Bylaws of an investment adviser of a registered investment company pursuant to the Investment Company Act Trust and the Advisers Act objectives and policies of each of the rules thereunder and shall file Funds, as set forth in the current Registration Statement of the Trust filed with the Securities and Exchange Commission ("SEC”) all forms pursuant to Sections 13(d), 13(f") and 13(g) any applicable federal and state laws, and will comply with other policies which the Trustees of the Exchange ActTrust (the "Trustees") or the Manager, with respect as the case may be, may from time to its duties as time determine and which are set forth herein. F. furnished to the Sub-Adviser. The Sub-Adviser shall reasonably cooperate make its officers and employees available to the Manager from time to time at reasonable times to review investment policies of the Funds and to consult with the Manager and/or regarding the investment affairs of the Funds. In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust in responding any way or otherwise be deemed to any regulatory or compliance examinations or inspections (including any information requests) relating to be an agent of the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. (b) The Sub-Adviser willshall place all orders for the purchase and sale of portfolio investments for each Fund with issuers, unless and until otherwise directed brokers or dealers selected by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that the Sub-Adviser will not be responsible for any other corporate actions relating to which may include brokers or dealers affiliated with the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. Sub-Adviser. In the selection of such brokers or dealers and the placing of such orders, the Sub-Adviser always shall seek best execution, (except to the extent permitted by the next sentence hereof) which is to place portfolio transactions where each Fund can obtain the most favorable combination of price and execution services in particular transactions or provided on a continuing basis by a broker or dealer, and to deal directly with a principal market maker in connection with over-the-counter transactions, except when it is believed that best execution is obtainable elsewhere. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its rights having caused the Trust to pay a broker or dealer that provides brokerage and duties research services an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser 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 broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser and its affiliates with respect to the Funds Trust and to other clients of the Trust shall use Sub-Adviser as to which the care, skill, prudence and diligence under Sub-Adviser or any affiliate of the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aimsSub-Adviser exercises investment discretion.

Appears in 1 contract

Samples: Sub Adviser Agreement (Valiant Fund)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub-adviser to each Fund, Sub-Adviser will coordinate the investment and reinvestment of the assets of the Fund and determine the composition of the assets of the Fund, in accordance with the terms of this Agreement, the Fund’s Prospectus and the Fund’s Statement of Additional Information (the “SAI”) (as each they may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and Statement of Additional Information (“SAI”). Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s 's services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund)Adviser. In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a the Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s 's reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees Trust’s Board of Trustees, that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is the Funds are required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of the Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. . E Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file with the Securities and Exchange Commission (“SEC”) all forms pursuant to Sections Section 13(d), 13(f) and 13(g) of the Exchange Act, with respect to its duties as are set forth herein. F. Sub-Adviser shall reasonably cooperate with Manager and/or the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that the Sub-Adviser will not be responsible for (i) voting proxies relating to securities in which assets of the Fund’s investment portfolio are invested, or for maintaining any records detailing such votes; and (ii) any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. Sub-Adviser, in connection with its rights and duties with respect to the Funds and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.

Appears in 1 contract

Samples: Sub Advisory Agreement (Hennessy Funds Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As (a) Subject always to the control of the Trustees of Allmerica Investment Trust (the "Trust"), a Massachusetts business trust, the Sub-Adviser, at its expense, will furnish continuously an investment program for the following series of shares of the Trust: the Select Aggressive Growth Fund (the "Fund") and such other series of shares as the Trust, the Manager and the Sub-Adviser may from time to time agree on (together, the "Funds"). The Sub-Adviser acknowledges that the Fund may have one or more other sub-adviser advisers and that the Manager shall from time to each time determine the portion of the Fund, 's assets to be managed by the Sub- Adviser (the "Sub-Adviser's Portion"). The Sub-Adviser will coordinate the make investment and reinvestment decisions on behalf of the assets Sub-Adviser's Portion and place all orders for the purchase and sale of portfolio securities relating thereto. In the performance of its duties, the Sub-Adviser will comply with the provisions of the Fund Agreement and determine the composition Declaration of Trust and Bylaws of the assets Trust and the objectives and policies of the Fund, as set forth in accordance with the terms of this Agreement, the Fund’s Prospectus and the Fund’s current Registration Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file Trust filed with the Securities and Exchange Commission ("SEC”) all forms pursuant to Sections 13(d), 13(f") and 13(g) any applicable federal and state laws, and will comply with other policies which the Trustees of the Exchange ActTrust (the "Trustees") or the Manager, as the case may be, may from time to time determine and which are furnished to the Sub-Adviser including, if requested by the Manager, managing the Sub-Adviser's Portion as if it were a separate investment company for the purposes of determining compliance with respect to its duties the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust and the objectives and policies of the Fund, as are set forth herein. F. in the current Registration Statement of the Trust filed with the SEC and any applicable federal and state laws, and other policies which the Trustees of the Trust or the Manager may furnish to the Sub-Adviser. The Sub-Adviser shall reasonably cooperate make its officers and employees available to the Manager from time to time at reasonable times to review investment policies of the Fund and to consult with the Manager and/or regarding the investment affairs of the Fund. In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust in responding any way or otherwise be deemed to any regulatory or compliance examinations or inspections (including any information requests) relating to be an agent of the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. (b) The Sub-Adviser, at its expense, will furnish (i) all investment and management facilities, including salaries of personnel necessary for it to perform the duties set forth in this Agreement, and (ii) administrative facilities, including clerical personnel and equipment necessary for the conduct of the investment affairs of the Fund (excluding brokerage expenses and pricing and bookkeeping services). (c) The Sub-Adviser shall place all orders for the purchase and sale of portfolio investments for the Sub-Adviser's Portion with issuers, brokers or dealers selected by the Sub-Adviser which may include brokers or dealers affiliated with the Sub-Adviser. In the selection of such brokers or dealers and the placing of such orders, the Sub-Adviser always shall seek best execution (except to the extent permitted by the next sentence hereof), which is to place portfolio transactions where the Fund can obtain the most favorable combination of price and execution services in particular transactions or provided on a continuing basis by a broker or dealer, and to deal directly with a principal market maker in connection with over-the-counter transactions, except when it is believed that best execution is obtainable elsewhere. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its rights having caused the Trust to pay a broker or dealer that provides brokerage and duties research services an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser 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 broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser and its affiliates with respect to the Funds Trust and to other clients of the Trust shall use Sub-Adviser as to which Sub- Adviser or any affiliate of the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aimsSub-Adviser exercises investment discretion.

Appears in 1 contract

Samples: Sub Adviser Agreement (Allmerica Investment Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub(a) Subject always to the control of the Trustees of Allmerica Investment Trust (the "Trust"), a Massachusetts business trust, the Sub-adviser Adviser, at its expense, will furnish continuously an investment program for the following series of shares of the Trust: the Select Strategic Income Fund (the "Fund") and such other series of shares as the Trust, the Manager and the Sub-Adviser may from time to each Fundtime agree on (together, the "Funds"). The Sub-Adviser will coordinate the make investment and reinvestment of the assets decisions on behalf of the Fund and determine place all orders for the composition purchase and sale of portfolio securities. In the performance of its duties, the Sub-Adviser will comply with the provisions of the assets Agreement and Declaration of Trust and Bylaws of the Trust and the objectives and policies of the Fund, as set forth in accordance with the terms of this Agreement, the Fund’s Prospectus and the Fund’s current Registration Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file Trust filed with the Securities and Exchange Commission ("SEC”) all forms pursuant to Sections 13(d), 13(f") and 13(g) any applicable federal and state laws, and will comply with other policies which the Trustees of the Exchange ActTrust (the "Trustees") or the Manager, with respect as the case may be, may from time to its duties as time determine and which are set forth herein. F. furnished to the Sub-Adviser in writing. The Sub-Adviser shall reasonably cooperate make its officers and employees available to the Manager from time to time at reasonable times to review investment policies of the Fund and to consult with the Manager and/or regarding the investment affairs of the Fund. In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust in responding any way or otherwise be deemed to any regulatory or compliance examinations or inspections (including any information requests) relating to be an agent of the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. (b) The Sub-Adviser, at its expense, will furnish (i) all investment and management facilities, including salaries of personnel necessary for it to perform the duties set forth in this Agreement, and (ii) administrative facilities, including clerical personnel and equipment necessary for the conduct of its investment activities for the Fund (excluding brokerage expenses and pricing and bookkeeping services). (c) The Sub-Adviser shall place all orders for the purchase and sale of portfolio investments for the Fund with issuers, brokers or dealers selected by the Sub-Adviser which may include brokers or dealers affiliated with the Sub-Adviser. In the selection of such brokers or dealers and the placing of such orders, the Sub- Adviser always shall seek best execution (except to the extent permitted by the next sentence hereof), which is to place portfolio transactions where the Fund can obtain the most favorable combination of price and execution services in particular transactions or provided on a continuing basis by a broker or dealer, and to deal directly with a principal market maker in connection with over-the-counter transactions, except when it is believed that best execution is obtainable elsewhere. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its rights having caused the Trust to pay a broker or dealer that provides brokerage and duties research services an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser 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 broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser and its affiliates with respect to the Funds Trust and to other clients of the Trust shall use Sub-Adviser as to which Sub-Adviser or any affiliate of the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aimsSub-Adviser exercises investment discretion.

Appears in 1 contract

Samples: Sub Adviser Agreement (Allmerica Investment Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub(a) Subject always to the control of the Trustees of Allmerica Investment Trust (the "Trust"), a Massachusetts business trust, the Sub-adviser Adviser, at its expense, will furnish continuously an investment program for the following series of shares of the Trust: the __________________________ (the "Fund") and such other series of shares as the Trust, the Manager and the Sub-Adviser may from time to each Fundtime agree on (together, the "Funds"). The Sub-Adviser will coordinate the make investment and reinvestment of the assets decisions on behalf of the Fund and determine place all orders for the composition purchase and sale of portfolio securities. In the performance of its duties, the Sub-Adviser will comply with the provisions of the assets Agreement and Declaration of Trust and Bylaws of the Trust and the objectives and policies of the Fund, as set forth in accordance with the terms of this Agreement, the Fund’s Prospectus and the Fund’s current Registration Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file Trust filed with the Securities and Exchange Commission ("SEC”) all forms pursuant to Sections 13(d), 13(f") and 13(g) any applicable federal and state laws, and will comply with other policies which the Trustees of the Exchange ActTrust (the "Trustees") or the Manager, with respect as the case may be, may from time to its duties as time determine and which are set forth herein. F. furnished to the Sub-Adviser. The Sub-Adviser shall reasonably cooperate make its officers and employees available to the Manager from time to time at reasonable times to review investment policies of the Fund and to consult with the Manager and/or regarding the investment affairs of the Fund. In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust in responding any way or otherwise be deemed to any regulatory or compliance examinations or inspections (including any information requests) relating to be an agent of the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. (b) The Sub-Adviser, at its expense, will furnish (i) all investment and management facilities, including salaries of personnel necessary for it to perform the duties set forth in this Agreement, and (ii) administrative facilities, including clerical personnel and equipment necessary for the conduct of the investment affairs of the Fund (excluding brokerage expenses and pricing and bookkeeping services). (c) The Sub-Adviser shall place all orders for the purchase and sale of portfolio investments for the Fund with issuers, brokers or dealers selected by the Sub-Adviser which may include brokers or dealers affiliated with the Sub-Adviser. In the selection of such brokers or dealers and the placing of such orders, the Sub-Adviser always shall seek best execution (except to the extent permitted by the next sentence hereof), which is to place portfolio transactions where the Fund can obtain the most favorable combination of price and execution services in particular transactions or provided on a continuing basis by a broker or dealer, and to deal directly with a principal market maker in connection with over-the-counter transactions, except when it is believed that best execution is obtainable elsewhere. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its rights having caused the Trust to pay a broker or dealer that provides brokerage and duties research services an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser 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 broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser and its affiliates with respect to the Funds Trust and to other clients of the Trust shall use Sub-Adviser as to which Sub-Adviser or any affiliate of the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aimsSub-Adviser exercises investment discretion.

Appears in 1 contract

Samples: Management Agreement (Allmerica Investment Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub-adviser (a) Subject always to each Fundthe control of the Trustees of Allmerica Investment Trust (the "Trust"), a Massachusetts business trust, the Sub-Adviser Adviser, at its expense, will coordinate furnish continuously an investment program for the investment and reinvestment following series of shares of the assets Trust: the Core Equity Fund (the "Fund") and such other series of shares as the Fund and determine the composition of the assets of the Fund, in accordance with the terms of this AgreementTrust, the Fund’s Prospectus and the Fund’s Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for from time to time agree on (together, the execution of transactions with or through such brokers, dealers or banks as "Funds"). The Sub-Adviser acknowledges the Fund may select and, subject have one or more other sub-advisers and that the Manager shall from time to Section 28(e) time determine the portion of the Securities Exchange Act of 1934, as amended (Fund's assets to be managed by the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by "Sub-Adviser's Portion"). Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, The Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under make investment decisions on behalf of the Investment Company Act) Sub-Adviser's Portion and place all orders for the purchase and sale of portfolio securities. The Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide not consult with any AIT Sub-Adviser with a list (other than an affiliated person of brokers the Sub-Adviser) concerning transactions for the Fund in securities or dealers other assets. To the extent that are affiliated persons multiple AIT Sub-Advisers serve as investment advisers of Manager. C. Manager understands and agrees and has advised the Trustees that Fund, the Sub-Adviser performs shall be responsible for providing investment management services for various clients and may take action advice to the Fund only with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because 's Portion of the fact that it may effect transactions with respect to securities for Fund's portfolio. In the performance of its own account or for duties, the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager comply with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each provisions of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report Agreement and Declaration of any material changes to Sub-Adviser’s policies Trust and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 Bylaws of the Investment Company ActTrust and the objectives and policies of the Fund, as well as set forth in the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required current Registration Statement of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file Trust filed with the Securities and Exchange Commission ("SEC”) all forms pursuant to Sections 13(d), 13(f") and 13(g) any applicable federal and state laws, and will comply with other policies which the Trustees of the Exchange ActTrust (the "Trustees") or the Manager, as the case may be, may from time to time determine and which are furnished in writing to the Sub-Adviser including, if requested by the Manager, managing the Sub-Adviser's Portion as if it were a separate investment company for the purposes of determining compliance with respect to its duties the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust and the objectives and policies of the Fund, as are set forth herein. F. in the current Registration Statement of the Trust filed with the SEC and any applicable federal and state laws, and other policies which the Trustees of the Trust or the Manager may furnish in writing to the Sub-Adviser. The Sub-Adviser shall reasonably cooperate make its officers and employees available to the Manager from time to time at reasonable times to review investment policies of the Fund and to consult with the Manager and/or regarding the investment affairs of the Fund. In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust in responding any way or otherwise be deemed to any regulatory or compliance examinations or inspections (including any information requests) relating to be an agent of the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. (b) The Sub-Adviser, at its expense, will furnish (i) all investment and management facilities, including salaries of personnel necessary for it to perform the duties set forth in this Agreement, and (ii) administrative facilities, including clerical personnel and equipment necessary for the conduct of the investment affairs of the Fund (excluding brokerage expenses and pricing and bookkeeping services). (c) The Sub-Adviser shall place all orders for the purchase and sale of portfolio investments for the Sub-Adviser's Portion with issuers, brokers or dealers selected by the Sub-Adviser which may include brokers or dealers affiliated with the Sub-Adviser. In the selection of such brokers or dealers and the placing of such orders, the Sub-Adviser always shall seek best execution (except to the extent permitted by the next sentence hereof), which is to place portfolio transactions where the Fund can obtain the most favorable combination of price and execution services in particular transactions or provided on a continuing basis by a broker or dealer, and to deal directly with a principal market maker in connection with over-the-counter transactions, except when it is believed that best execution is obtainable elsewhere. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its rights having caused the Trust to pay a broker or dealer that provides brokerage and duties research services an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser 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 broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser and its affiliates with respect to the Funds Trust and to other clients of the Trust shall use Sub-Adviser as to which Sub-Adviser or any affiliate of the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aimsSub-Adviser exercises investment discretion.

Appears in 1 contract

Samples: Sub Adviser Agreement (Allmerica Investment Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub(a) Subject always to the control of the Trustees of Alpha Analytics Investment Trust (the "Trust"), an Ohio business trust, the Sub-adviser to each Adviser, at its expense, will furnish continuously an investment program for the Alpha Analytics Value Fund (the "Fund"), a series of shares of the Trust. The Sub-Adviser will coordinate the use its best judgement to make investment and reinvestment of the assets of the Fund and determine the composition of the assets decisions on behalf of the Fund, in accordance with place all orders for the terms purchase and sale of this Agreementportfolio securities and execute all agreements related thereto. In the performance of its duties, the Fund’s Prospectus and the Fund’s Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for with the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) provisions of the Securities Exchange Act Agreement and Declaration of 1934Trust and By-laws of the Trust and the objective and policies of the Fund, as amended (set forth in the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess then-current Registration Statement of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file Trust filed with the Securities and Exchange Commission ("SEC”) all forms pursuant to Sections 13(d), 13(f") and 13(g) any applicable federal and state laws, and will comply with other policies which the Trustees of the Exchange ActTrust (the "Trustees") or the Adviser, with respect as the case may be, may from time to its duties as time determine and which are set forth herein. F. furnished to the Sub-Adviser. The Sub-Adviser shall reasonably cooperate with Manager and/or the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating make its officers and employees available to the Trust, a Adviser from time to time at reasonable times to review investment policies of the Fund or Manager brought by any governmental or regulatory authorities. G. Sub-and to consult with the Adviser will, unless and until otherwise directed by Manager, exercise all rights regarding the investment affairs of security holders with respect to securities held by each the Fund, provided that . The Sub-Adviser will not be responsible for any other corporate actions provide the Trust's custodian with such information relating to the securities in which assets Trust as may be required under the terms of the Fund’s investment portfolio are investedthen-current custody agreement between the Trust and the custodian. In the performance of its duties hereunder, including administrative filingsthe Sub-Adviser is and shall be an independent contractor and, such as proofs unless otherwise expressly provided or claims authorized, shall have no authority to act for or represent the Trust in class actionsany way or otherwise be deemed to be an agent of the Trust. H. (b) The Sub-AdviserAdviser will maintain books and records with respect to the securities transactions of the Fund and shall render to the Adviser such periodic and special reports as the Adviser or the Trustees may request. The Sub-Adviser agrees that all records which it maintains for the Trust are the property of the Trust and it will promptly surrender any of such records to the Trust upon the Trust's request. The Sub- Adviser further agrees to preserve, for the periods prescribed by Rule 31a-2 under the Investment Company Act of 1940, as amended ("1940 Act"), any such records as are required to be maintained by the Sub-Adviser with respect to the Trust by Rule 31a-1 under the 1940 Act. (c) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its rights activities under this Agreement other than the cost of securities and duties with respect to investments purchased for the Funds Fund (including taxes and the Trust shall use the carebrokerage commissions, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aimsif any).

Appears in 1 contract

Samples: Sub Adviser Agreement (Alpha Analytics Investment Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub(a) Subject always to the control of the Trustees of Allmerica Investment Trust (the "Trust"), a Massachusetts business trust, the Sub-adviser Adviser, at its expense, will furnish continuously an investment program for the following series of shares of the Trust: the Select Strategic Income Fund (the "Fund") and such other series of shares as the Trust, the Manager and the Sub-Adviser may from time to each Fundtime agree on (together, the "Funds"). The Sub-Adviser will coordinate the make investment and reinvestment of the assets decisions on behalf of the Fund and determine place all orders for the composition purchase and sale of portfolio securities. In the performance of its duties, the Sub-Adviser will comply with the provisions of the assets Agreement and Declaration of Trust and Bylaws of the Trust and the objectives and policies of the Fund, as set forth in accordance with the terms of this Agreement, the Fund’s Prospectus and the Fund’s current Registration Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file Trust filed with the Securities and Exchange Commission ("SEC”) all forms pursuant to Sections 13(d), 13(f") and 13(g) any applicable federal and state laws, and will comply with other policies which the Trustees of the Exchange ActTrust (the "Trustees") or the Manager, with respect as the case may be, may from time to its duties as time determine and which are set forth herein. F. furnished to the Sub-Adviser in writing. The Sub-Adviser shall reasonably cooperate make its officers and employees available to the Manager from time to time at reasonable times to review investment policies of the Fund and to consult with the Manager and/or regarding the investment affairs of the Fund. In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust in responding any way or otherwise be deemed to any regulatory or compliance examinations or inspections (including any information requests) relating to be an agent of the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. (b) The Sub-Adviser, at its expense, will furnish (i) all investment and management facilities, including salaries of personnel necessary for it to perform the duties set forth in this Agreement, and (ii) administrative facilities, including clerical personnel and equipment necessary for the conduct of its investment activities for the Fund (excluding brokerage expenses and pricing and bookkeeping services). (c) The Sub-Adviser shall place all orders for the purchase and sale of portfolio investments for the Fund with issuers, brokers or dealers selected by the Sub-Adviser which may include brokers or dealers affiliated with the Sub-Adviser. In the selection of such brokers or dealers and the placing of such orders, the Sub-Adviser always shall seek best execution (except to the extent permitted by the next sentence hereof), which is to place portfolio transactions where the Fund can obtain the most favorable combination of price and execution services in particular transactions or provided on a continuing basis by a broker or dealer, and to deal directly with a principal market maker in connection with over-the-counter transactions, except when it is believed that best execution is obtainable elsewhere. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its rights having caused the Trust to pay a broker or dealer that provides brokerage and duties research services an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser 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 broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser and its affiliates with respect to the Funds Trust and to other clients of the Trust Sub-Adviser as to which Sub- Adviser or any affiliate of the Sub-Adviser exercises investment discretion. (d) The Sub-Adviser may from time to time delegate to WAMCL any or all of the responsibilities of the Sub-Adviser hereunder (but shall use not delegate any of the carerights of the Sub-Adviser hereunder); provided, skillhowever, prudence and diligence that the Sub-Adviser shall be liable under this Agreement for any acts or omissions of WAMCL to the circumstances then prevailing that a prudent person acting in a like capacity and familiar with same extent as if such matters would use in acts or omissions were committed by the conduct of an enterprise of a like character and with like aimsSub-Adviser itself.

Appears in 1 contract

Samples: Sub Adviser Agreement (Allmerica Investment Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub-adviser (a) Subject always to each Fundthe control of the Trustees of Thomson Fund Group, a Massachusetts business trust, the Sub-Adviser Adviser, at its expense, will coordinate furnish continuously an investment program for the investment and reinvestment Opportunity Fund series of the assets Trust (the "Fund") and will make investment decisions on behalf of the Fund and determine place all orders for the composition purchase and sale of portfolio securities and all other investments. In the performance of its duties, the Sub-Adviser (1) will comply with the provisions of the assets Trust's Agreement and Declaration of Trust and By-laws, including any amendments thereto (upon receipt of such amendments by the Sub-Adviser), and the investment objectives, policies and restrictions of the Fund, Fund as set forth in accordance with the terms of this Agreement, the Fund’s its current Prospectus and the Fund’s Statement of Additional Information (copies of which will be supplied to the “SAI”Sub-Adviser upon filing with the SEC), (2) will use its best efforts to safeguard and promote the welfare of the Fund, (3) will comply with other policies which the Trustees or the Manager, as each the case may be updated or amendedbe, may from time to time) and subject time determine as promptly as practicable after such policies have been communicated to the directionSub-Adviser in writing, supervision and control (4) shall exercise the same care and diligence expected of Manager and the Trustees. Prior The Sub-Adviser and the Manager shall each make its officers and employees available to the commencement other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding investment affairs of the Fund. (b) The Sub-Adviser’s services hereunder, Manager shall provide at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties hereunder faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund, including verification and oversight of the pricing of the Fund's portfolio (but excluding determination of net asset value and shareholder accounting services). 3008083.01 3- (c) In the selection of brokers or dealers and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser with current copies shall use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including, by way of each Fund’s Prospectus illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and SAItrends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in other transactions. Manager undertakes Subject to provide such policies as the Trustees of the Trust may determine and communicate to the Sub-Adviser with copies or other written notice of any amendmentsin writing, modifications or supplements to each Fund’s Prospectus and SAI and the Sub-Adviser will shall not need be deemed to comply until have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Trust to pay a copy has been broker or dealer that provides brokerage and research services to the Sub-Adviser or its affiliates an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another border or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided to by such broker or dealer, viewed in terms of either that particular transaction or the Sub-Adviser. B. 's overall responsibilities with respect to the Trust and to other clients of the Sub-Adviser may place orders for and its affiliates as to which the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject and its affiliates exercise investment discretion. The Trust agrees that any entity or person associated with the Sub-Adviser or its affiliates which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Trust and any Fund thereof which is permitted by Section 28(e11(a) of the Securities Exchange Act of 1934, as amended (the “Exchange "1934 Act”)") and Rule 11a2-2(T) thereunder, and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit Trust has consented to the Fund. Manager understands and agrees that when retention of compensation for such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub11a2-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii2(T)(2)(iv). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file with the Securities and Exchange Commission (“SEC”) all forms pursuant to Sections 13(d), 13(f) and 13(g) of the Exchange Act, with respect to its duties as are set forth herein. F. Sub-Adviser shall reasonably cooperate with Manager and/or the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. Sub-Adviser, in connection with its rights and duties with respect to the Funds and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.

Appears in 1 contract

Samples: Sub Adviser Agreement (Pimco Advisors Funds)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub(a) Subject always to the control of the Trustees of Allmerica Investment Trust (the "Trust"), a Massachusetts business trust, the Sub-adviser Adviser, at its expense, will furnish continuously an investment program for the following series of shares of the Trust: the SMALL-MID CAP VALUE FUND (the "Fund") and such other series of shares as the Trust, the Manager and the Sub-Adviser may from time to each Fundtime agree on (together, the "Funds"). The Sub-Adviser will coordinate the make investment and reinvestment decisions on behalf of the assets Funds and place all orders for the purchase and sale of portfolio securities. In the performance of its duties, the Sub-Adviser will comply with the provisions of the Fund Agreement and determine the composition Declaration of Trust and Bylaws of the assets Trust and the objectives and policies of the Fund, as set forth in accordance with the terms of this Agreement, the Fund’s Prospectus and the Fund’s current Registration Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file Trust filed with the Securities and Exchange Commission ("SEC”) all forms pursuant to Sections 13(d), 13(f") and 13(g) any applicable federal and state laws, and will comply with other policies which the Trustees of the Exchange ActTrust (the "Trustees") or the Manager, with respect as the case may be, may from time to its duties as time determine and which are set forth herein. F. furnished to the Sub-Adviser. The Sub-Adviser shall reasonably cooperate make its officers and employees available to the Manager from time to time at reasonable times to review investment policies of the Fund and to consult with the Manager and/or regarding the investment affairs of the Fund. In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust in responding any way or otherwise be deemed to any regulatory or compliance examinations or inspections (including any information requests) relating to be an agent of the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. (b) The Sub-Adviser, at its expense, will furnish (i) all investment and management facilities, including salaries of personnel necessary for it to perform the duties set forth in this Agreement, and (ii) administrative facilities, including clerical personnel and equipment necessary for the conduct of the investment affairs of the Fund (excluding brokerage expenses and pricing and bookkeeping services). (c) The Sub-Adviser shall place all orders for the purchase and sale of portfolio investments for the Fund with issuers, brokers or dealers selected by the Sub-Adviser which may include brokers or dealers affiliated with the Sub-Adviser. In the selection of such brokers or dealers and the placing of such orders, the Sub-Adviser always shall seek best execution (except to the extent permitted by the next sentence hereof), which is to place portfolio transactions where the Fund can obtain the most favorable combination of price and execution services in particular transactions or provided on a continuing basis by a broker or dealer, and to deal directly with a principal market maker in connection with over-the-counter transactions, except when it is believed that best execution is obtainable elsewhere. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its rights having caused the Trust to pay a broker or dealer that provides brokerage and duties research services an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser 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 broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser and its affiliates with respect to the Funds Trust and to other clients of the Trust shall use Sub-Adviser as to which Sub-Adviser or any affiliate of the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aimsSub-Adviser exercises investment discretion.

Appears in 1 contract

Samples: Sub Adviser Agreement (Allmerica Investment Trust)

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SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub-adviser (a) Subject always to each Fundthe control of the Trustees of Thomson Fund Group, a Massachusetts business trust, the Sub-Adviser Adviser, at its expense, will coordinate furnish continuously an investment program for the investment and reinvestment Target Fund series of the assets Trust (the "Fund") and will make investment decisions on behalf of the Fund and determine place all orders for the composition purchase and sale of portfolio securities and all other investments. In the performance of its duties, the Sub-Adviser (1) will comply with the provisions of the assets Trust's Agreement and Declaration of Trust and By-laws, including any amendments thereto (upon receipt of such amendments by the Sub-Adviser), and the investment objectives, policies and restrictions of the Fund, Fund as set forth in accordance with the terms of this Agreement, the Fund’s its current Prospectus and the Fund’s Statement of Additional Information (copies of which will be supplied to the “SAI”Sub-Adviser upon filing with the SEC), (2) will use its best efforts to safeguard and promote the welfare of the Fund, (3) will comply with other policies which the Trustees or the Manager, as each the case may be updated or amendedbe, may from time to time) and subject time determine as promptly as practicable after such policies have been communicated to the directionSub-Adviser in writing, supervision and control (4) shall exercise the same care and diligence expected of Manager and the Trustees. Prior The Sub-Adviser and the Manager shall each make its officers and employees available to the commencement other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding investment affairs of the Fund. (b) The Sub-Adviser’s services hereunder, Manager shall provide at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties hereunder faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund, including verification and oversight of the pricing of the Fund's portfolio (but excluding determination of net asset value and shareholder accounting services). 3008081.01 7- (c) In the selection of brokers or dealers and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser with current copies shall use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including, by way of each Fund’s Prospectus illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and SAItrends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in other transactions. Manager undertakes Subject to provide such policies as the Trustees of the Trust may determine and communicate to the Sub-Adviser with copies or other written notice of any amendmentsin writing, modifications or supplements to each Fund’s Prospectus and SAI and the Sub-Adviser will shall not need be deemed to comply until have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Trust to pay a copy has been broker or dealer that provides brokerage and research services to the Sub-Adviser or its affiliates an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another border or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided to by such broker or dealer, viewed in terms of either that particular transaction or the Sub-Adviser. B. 's overall responsibilities with respect to the Trust and to other clients of the Sub-Adviser may place orders for and its affiliates as to which the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject and its affiliates exercise investment discretion. The Trust agrees that any entity or person associated with the Sub-Adviser or its affiliates which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Trust and any Fund thereof which is permitted by Section 28(e11(a) of the Securities Exchange Act of 1934, as amended (the “Exchange "1934 Act”)") and Rule 11a2-2(T) thereunder, and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit Trust has consented to the Fund. Manager understands and agrees that when retention of compensation for such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub11a2-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii2(T)(2)(iv). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file with the Securities and Exchange Commission (“SEC”d) all forms pursuant to Sections 13(d), 13(f) and 13(g) of the Exchange Act, with respect to its duties as are set forth herein. F. The Sub-Adviser shall reasonably cooperate with Manager and/or not be obligated to pay any expenses of or for the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to Fund not expressly assumed by the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect pursuant to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actionsthis Section 1. H. Sub-Adviser, in connection with its rights and duties with respect to the Funds and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.

Appears in 1 contract

Samples: Sub Adviser Agreement (Pimco Advisors Funds)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub-adviser (a) Subject always to each Fundthe control of the Trustees of Thomson Fund Group, a Massachusetts business trust, the Sub-Adviser Adviser, at its expense, will coordinate furnish continuously an investment program for the investment and reinvestment Equity Income Fund series of the assets Trust (the "Fund") and will make investment decisions on behalf of the Fund and determine place all orders for the composition purchase and sale of portfolio securities and all other investments. In the performance of its duties, the Sub-Adviser (1) will comply with the provisions of the assets Trust's Agreement and Declaration of Trust and By-laws, including any amendments thereto (upon receipt of such amendments by the Sub-Adviser), and the investment objectives, policies and restrictions of the Fund, Fund as set forth in accordance with the terms of this Agreement, the Fund’s its current Prospectus and the Fund’s Statement of Additional Information (copies of which will be supplied to the “SAI”Sub-Adviser upon filing with the SEC), (2) will use its best efforts to safeguard and promote the welfare of the Fund, (3) will comply with other policies which the Trustees or the Manager, as each the case may be updated or amendedbe, may from time to time) and subject time determine as promptly as practicable after such policies have been communicated to the directionSub-Adviser in writing, supervision and control (4) shall exercise the same care and diligence expected of Manager and the Trustees. Prior The Sub-Adviser and the Manager shall each make its officers and employees available to the commencement other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding investment affairs of the Fund. (b) The Sub-Adviser’s services hereunder, Manager shall provide at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties hereunder faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund, including verification and oversight of the pricing of the Fund's portfolio (but excluding determination of net asset value and shareholder accounting services). 3008037.01 7- (c) In the selection of brokers or dealers and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser with current copies shall use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including, by way of each Fund’s Prospectus illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and SAItrends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in other transactions. Manager undertakes Subject to provide such policies as the Trustees of the Trust may determine and communicate to the Sub-Adviser with copies or other written notice of any amendmentsin writing, modifications or supplements to each Fund’s Prospectus and SAI and the Sub-Adviser will shall not need be deemed to comply until have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Trust to pay a copy has been broker or dealer that provides brokerage and research services to the Sub-Adviser or its affiliates an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another border or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided to by such broker or dealer, viewed in terms of either that particular transaction or the Sub-Adviser. B. 's overall responsibilities with respect to the Trust and to other clients of the Sub-Adviser may place orders for and its affiliates as to which the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject and its affiliates exercise investment discretion. The Trust agrees that any entity or person associated with the Sub-Adviser or its affiliates which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Trust and any Fund thereof which is permitted by Section 28(e11(a) of the Securities Exchange Act of 1934, as amended (the “Exchange "1934 Act”)") and Rule 11a2-2(T) thereunder, and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit Trust has consented to the Fund. Manager understands and agrees that when retention of compensation for such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub11a2-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii2(T)(2)(iv). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file with the Securities and Exchange Commission (“SEC”d) all forms pursuant to Sections 13(d), 13(f) and 13(g) of the Exchange Act, with respect to its duties as are set forth herein. F. The Sub-Adviser shall reasonably cooperate with Manager and/or not be obligated to pay any expenses of or for the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to Fund not expressly assumed by the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect pursuant to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actionsthis Section 1. H. Sub-Adviser, in connection with its rights and duties with respect to the Funds and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.

Appears in 1 contract

Samples: Sub Adviser Agreement (Pimco Advisors Funds)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub(a) Subject always to the control of the Trustees of Allmerica Investment Trust (the "Trust"), a Massachusetts business trust, the Sub-adviser Adviser, at its expense, will furnish continuously an investment program for the following series of shares of the Trust: the Select Emerging Market Fund (the "Fund") and such other series of shares as the Trust, the Manager and the Sub-Adviser may from time to each Fundtime agree on (together, the "Funds"). The Sub-Adviser will coordinate the make investment and reinvestment of the assets decisions on behalf of the Fund and determine place all orders for the composition purchase and sale of portfolio securities. In the performance of its duties, the Sub-Adviser will comply with the provisions of the assets Agreement and Declaration of Trust and Bylaws of the Trust and the objectives and policies of the Fund, as set forth in accordance with the terms of this Agreement, the Fund’s Prospectus and the Fund’s current Registration Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file Trust filed with the Securities and Exchange Commission ("SEC”) all forms pursuant to Sections 13(d), 13(f") and 13(g) any applicable federal and state laws, and will comply with other policies which the Trustees of the Exchange ActTrust (the "Trustees") or the Manager, with respect as the case may be, may from time to its duties as time determine and which are set forth herein. F. furnished to the Sub-Adviser in writing. The Sub-Adviser shall reasonably cooperate make its officers and employees available to the Manager from time to time at reasonable times to review investment policies of the Fund and to consult with the Manager and/or regarding the investment affairs of the Fund. In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust in responding any way or otherwise be deemed to any regulatory or compliance examinations or inspections (including any information requests) relating to be an agent of the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. (b) The Sub-Adviser, at its expense, will furnish (i) all investment and management facilities, including salaries of personnel necessary for it to perform the duties set forth in this Agreement, and (ii) administrative facilities, including clerical personnel and equipment necessary for the conduct of its investment activities for the Fund (excluding brokerage expenses and pricing and bookkeeping services). (c) The Sub-Adviser shall place all orders for the purchase and sale of portfolio investments for the Fund with issuers, brokers or dealers selected by the Sub-Adviser which may include brokers or dealers affiliated with the Sub-Adviser. In the selection of such brokers or dealers and the placing of such orders, the Sub-Adviser always shall seek best execution (except to the extent permitted by the next sentence hereof), which is to place portfolio transactions where the Fund can obtain the most favorable combination of price and execution services in particular transactions or provided on a continuing basis by a broker or dealer, and to deal directly with a principal market maker in connection with over-the-counter transactions, except when it is believed that best execution is obtainable elsewhere. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its rights having caused the Trust to pay a broker or dealer that provides brokerage and duties research services an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser 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 broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser and its affiliates with respect to the Funds Trust and to other clients of the Trust Sub-Adviser as to which Sub-Adviser or any affiliate of the Sub-Adviser exercises investment discretion. (d) The Sub-Adviser may from time to time delegate to SIMNA Ltd. any or all of the responsibilities of the Sub-Adviser hereunder; provided, however, that the Sub-Adviser shall use be liable under this Agreement for any acts or omissions of SIMNA Ltd. to the caresame extent as if such acts or omissions were committed by the Sub-Adviser itself. (e) In addition to being registered as an investment adviser in the United States, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use SIMNA Ltd. is regulated in the conduct of an enterprise of its investment business in the United Kingdom by the Investment Management Regulatory Organization Limited ("IMRO"). The Sub-Adviser and SIMNA Ltd. confirm that the Trust is a like character and with like aimsNon-private Customer as defined by IMRO.

Appears in 1 contract

Samples: Sub Adviser Agreement (Allmerica Investment Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub(a) Subject always to the control of the Trustees of The Sierra Variable Trust, a Massachusetts business trust (the "Trust") and to the overall supervision of the Manager, the Sub-adviser to each Adviser, at its expense, will furnish continuously an investment program for the portfolio represented by shares of The U.S. Government Fund series (the "Fund, "). The Sub-Adviser will coordinate the make investment and reinvestment of the assets decisions on behalf of the Fund and determine place all orders for the composition purchase and sale of portfolio securities. In the performance of its duties, the Sub-Adviser will comply with the provisions of the assets Agreement and Declaration of Trust, the By-laws of the Trust and the stated investment objectives, policies and restrictions of the Fund as set forth in its registration statement on Form N-1A, File No. 33-57732, and will use its best efforts to safeguard and promote the welfare of the Fund, in accordance and to comply with other policies which the terms of this AgreementTrustees or the Manager, as the Fund’s Prospectus and the Fund’s Statement of Additional Information (the “SAI”) (as each case may be updated or amendedbe, may from time to timetime determine. Copies of the Trust's Registration Statement, including exhibits, have been or (b) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of The Sub-Adviser’s , at its expense, will furnish all necessary office space and equipment, bookkeeping and clerical services hereunder(excluding shareholder accounting and transfer agency services) required for it to perform its duties hereunder and will pay all salaries, Manager shall provide fees and expenses of officers and Trustees of the Trust who are affiliated with the Sub-Adviser and not otherwise affiliated with current copies the Manager. (c) In the selection of each brokers, dealers, futures commissions merchants or any other sources of portfolio investments for the Fund (hereafter, "brokers or dealers") and the placing of orders for the purchase and sale of portfolio investments for the Fund’s Prospectus and SAI. Manager undertakes to provide , the Sub-Adviser with copies shall use its best efforts to obtain the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain the most favorable price and execution available, the Sub-Adviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in other written notice transactions. Subject to such policies as the Trustees of any amendmentsthe Trust may determine, modifications or supplements to each Fund’s Prospectus and SAI and the Sub-Adviser will shall not need be deemed to comply until have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Trust to pay, on behalf of the Fund, a copy has been provided broker or dealer that provides brokerage and research services to Sub-Adviser. B. the Sub-Adviser may place orders an amount of commission for the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable law, may pay commissions on transactions effecting a portfolio investment transaction in excess of the amount of commissions another broker or dealer would have charged. commission (d) The Sub-Adviser will seek best execution under shall not be obligated to pay any expenses of or for the circumstances of Fund not expressly assumed by the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser pursuant to this Section 1 other than as provided in Section 3. (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall e) The Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are the Fund's portfolio transactions required by subparagraphs (b)(5) - (b)(11) and paragraph (f) of an investment adviser of a registered investment company pursuant to Rule 31a-1 under the Investment Company Act and the Advisers Act and the rules thereunder of 1940, as amended, and shall file with render to the Securities and Exchange Commission (“SEC”) all forms pursuant to Sections 13(d), 13(f) and 13(g) Board of Trustees of the Exchange Act, with respect to its duties Trust such periodic and special reports as are set forth hereinthe Board may reasonably request. F. Sub-Adviser shall reasonably cooperate with Manager and/or the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. Sub-Adviser, in connection with its rights and duties with respect to the Funds and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.

Appears in 1 contract

Samples: Sub Adviser Agreement (Sierra Variable Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub(a) Subject always to the control of the Trustees of Allmerica Investment Trust (the "Trust"), a Massachusetts business trust, the Sub-adviser Adviser, at its expense, will furnish continuously an investment program for the following series of shares of the Trust: the Select Strategic Growth Fund (the "Fund") and such other series of shares as the Trust, the Manager and the Sub-Adviser may from time to each Fundtime agree on (together, the "Funds"). The Sub-Adviser will coordinate the make investment and reinvestment of the assets decisions on behalf of the Fund and determine place all orders for the composition purchase and sale of portfolio securities. In the performance of its duties, the Sub-Adviser will comply with the provisions of the assets Agreement and Declaration of Trust and Bylaws of the Trust and the objectives and policies of the Fund, as set forth in accordance with the terms of this Agreement, the Fund’s Prospectus and the Fund’s current Registration Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file Trust filed with the Securities and Exchange Commission ("SEC") and any applicable federal and state laws, and will comply with other policies which the Trustees of the Trust (the "Trustees") or the Manager, as the case may be, may from time to time determine and which are furnished to the Sub-Adviser. The Sub- Adviser shall make its officers and employees available to the Manager from time to time at reasonable times to review investment policies of the Fund and to consult with the Manager regarding the investment affairs of the Fund. In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust in any way or otherwise be deemed to be an agent of the Trust. (b) The Sub-Adviser, at its expense, will furnish (i) all forms pursuant investment and management facilities, including salaries of personnel necessary for it to Sections 13(d)perform the duties set forth in this Agreement, 13(fand (ii) administrative facilities, including clerical personnel and 13(g) equipment necessary for the conduct of the Exchange Act, with respect to its duties as are set forth hereininvestment affairs of the Fund (excluding brokerage expenses and pricing and bookkeeping services). F. (c) The Sub-Adviser shall reasonably cooperate place all orders for the purchase and sale of portfolio investments for the Fund with Manager and/or issuers, brokers or dealers selected by the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser willwhich may include brokers or dealers affiliated with the Sub-Adviser. In the selection of such brokers or dealers and the placing of such orders, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that the Sub-Adviser will not be responsible for any other corporate actions relating always shall seek best execution (except to the securities extent permitted by the next sentence hereof), which is to place portfolio transactions where the Fund can obtain the most favorable combination of price and execution services in which assets of the Fund’s investment portfolio are investedparticular transactions or provided on a continuing basis by a broker or dealer, including administrative filings, such as proofs or claims in class actions. H. Sub-Adviser, and to deal directly with a principal market maker in connection with over- the-counter transactions, except when it is believed that best execution is obtainable elsewhere. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its rights having caused the Trust to pay a broker or dealer that provides brokerage and duties research services an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser 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 broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser and its affiliates with respect to the Funds Trust and to other clients of the Trust shall use Sub-Adviser as to which Sub-Adviser or any affiliate of the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aimsSub-Adviser exercises investment discretion.

Appears in 1 contract

Samples: Sub Adviser Agreement (Allmerica Investment Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub(a) Subject always to the control of the Trustees of the Trust, an Ohio business trust, the Sub-adviser to each Adviser, at its expense, will furnish continuously an investment program for the Alpha Analytics Value Fund (the "Fund, ") series of shares of the Trust. The Sub-Adviser will coordinate the use its best judgment to make investment and reinvestment of the assets of the Fund and determine the composition of the assets decisions on behalf of the Fund, in accordance with place all orders for the terms purchase and sale of this Agreementportfolio securities and execute all agreements related thereto. In the performance of its duties, the Fund’s Prospectus and the Fund’s Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for with the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) provisions of the Securities Exchange Act Agreement and Declaration of 1934, as amended (the “Exchange Act”), Trust and other applicable law, may pay commissions on transactions in excess By-laws of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under Trust and the circumstances objective and policies of the particular transaction taking into consideration Fund as set forth in the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share then current Registration Statement of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file Trust filed with the Securities and Exchange Commission ("SEC”) all forms pursuant to Sections 13(d), 13(f") and 13(g) any applicable federal and state laws, and will comply with other policies which the Trustees of the Exchange ActTrust (the "Trustees") or the Adviser, with respect as the case may be, may from time to its duties as time determine and which are set forth herein. F. furnished to the Sub-Adviser. The Sub-Adviser shall reasonably cooperate with Manager and/or the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating make its officers and employees available to the Trust, a Adviser from time to time at reasonable times to review investment policies of the Fund or Manager brought by any governmental or regulatory authorities. G. Sub-and to consult with the Adviser will, unless and until otherwise directed by Manager, exercise all rights regarding the investment affairs of security holders with respect to securities held by each the Fund, provided that . The Sub-Adviser will not be responsible for any other corporate actions provide the Trust's custodian with such information relating to the securities in which assets Trust as may be required under the terms of the Fund’s investment portfolio are investedthen current custody agreement between the Trust and the custodian. In the performance of its duties hereunder, including administrative filingsthe Sub-Adviser is and shall be an independent contractor and, such as proofs unless otherwise expressly provided or claims authorized, shall have no authority to act for or represent the Trust in class actionsany way or otherwise be deemed to be an agent of the Trust. H. (b) The Sub-AdviserAdviser will maintain books and records with respect to the securities transactions of the Fund and shall render to the Adviser such periodic and special reports as the Adviser or the Trustees may request. The Sub-Adviser agrees that all records that it maintains for the Trust are the property of the Trust and it will promptly surrender any of such records to the Trust upon the Trust's request. The Sub-Adviser further agrees to preserve, for the periods prescribed by Rule 31a-2 under the Investment Company Act of 1940, as amended ("1940 Act"), any such records as are required to be maintained by the Sub-Adviser with respect to the Trust by Rule 31a-1 under the 1940 Act. (c) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its rights activities under this Agreement other than the cost of securities and duties with respect to investments purchased for the Funds Fund (including taxes and the Trust shall use the carebrokerage commissions, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aimsif any).

Appears in 1 contract

Samples: Interim Sub Adviser Agreement (Alpha Analytics Investment Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub(a) Subject always to the control of the Trustees of the Trust, an Ohio business trust, the Sub-adviser to each Adviser, at its expense, will furnish continuously an investment program for the Alpha Analytics Value Fund (the "Fund, ") series of shares of the Trust. The Sub-Adviser will coordinate the use its best judgement to make investment and reinvestment of the assets of the Fund and determine the composition of the assets decisions on behalf of the Fund, in accordance with place all orders for the terms purchase and sale of this Agreementportfolio securities and execute all agreements related thereto. In the performance of its duties, the Fund’s Prospectus and the Fund’s Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for with the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) provisions of the Securities Exchange Act Agreement and Declaration of 1934, as amended (the “Exchange Act”), Trust and other applicable law, may pay commissions on transactions in excess By-laws of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under Trust and the circumstances objective and policies of the particular transaction taking into consideration Fund as set forth in the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Subthen-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share current Registration Statement of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file Trust filed with the Securities and Exchange Commission ("SEC”) all forms pursuant to Sections 13(d), 13(f") and 13(g) any applicable federal and state laws, and will comply with other policies which the Trustees of the Exchange ActTrust (the "Trustees") or the Adviser, with respect as the case may be, may from time to its duties as time determine and which are set forth herein. F. furnished to the Sub-Adviser. The Sub-Adviser shall reasonably cooperate with Manager and/or the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating make its officers and employees available to the Trust, a Adviser from time to time at reasonable times to review investment policies of the Fund or Manager brought by any governmental or regulatory authorities. G. Sub-and to consult with the Adviser will, unless and until otherwise directed by Manager, exercise all rights regarding the investment affairs of security holders with respect to securities held by each the Fund, provided that . The Sub-Adviser will not be responsible for any other corporate actions provide the Trust's custodian with such information relating to the securities in which assets Trust as may be required under the terms of the Fund’s investment portfolio are investedthen-current custody agreement between the Trust and the custodian. In the performance of its duties hereunder, including administrative filingsthe Sub-Adviser is and shall be an independent contractor and, such as proofs unless otherwise expressly provided or claims authorized, shall have no authority to act for or represent the Trust in class actionsany way or otherwise be deemed to be an agent of the Trust. H. (b) The Sub-AdviserAdviser will maintain books and records with respect to the securities transactions of the Fund and shall render to the Adviser such periodic and special reports as the Adviser or the Trustees may request. The Sub-Adviser agrees that all records that it maintains for the Trust are the property of the Trust and it will promptly surrender any of such records to the Trust upon the Trust's request. The Sub-Adviser further agrees to preserve, for the periods prescribed by Rule 31a-2 under the Investment Company Act of 1940, as amended ("1940 Act"), any such records as are required to be maintained by the Sub-Adviser with respect to the Trust by Rule 31a-1 under the 1940 Act. (c) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its rights activities under this Agreement other than the cost of securities and duties with respect to investments purchased for the Funds Fund (including taxes and the Trust shall use the carebrokerage commissions, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aimsif any).

Appears in 1 contract

Samples: Interim Sub Adviser Agreement (Alpha Analytics Investment Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub-adviser (a) Subject always to each Fundthe control of the Trustees of PIMCO Advisors Funds (the "Trust"), a Massachusetts business trust, the Sub-Adviser Adviser, at its expense, will coordinate furnish continuously an investment program for the investment and reinvestment Global Income Fund series of the assets Trust (the "Fund") and will make investment decisions on behalf of the Fund and determine place all orders for the composition purchase and sale of portfolio securities and all other investments. In the performance of its duties, the Sub-Adviser (1) will comply with the provisions of the assets Trust's Agreement and Declaration of Trust and By-laws, including any amendments thereto (upon receipt of such amendments by the Sub-Adviser), and the investment objectives, policies and restrictions of the Fund, Fund as set forth in accordance with the terms of this Agreement, the Fund’s its current Prospectus and the Fund’s Statement of Additional Information (copies of which will be supplied to the “SAI”Sub-Adviser upon filing with the SEC), (2) will use its best efforts to safeguard and promote the welfare of the Fund, (3) will comply with other policies which the Trustees or the Manager, as each the case may be updated or amendedbe, may from time to time) and subject time determine as promptly as practicable after such policies have been communicated to the directionSub-Adviser in writing, supervision and control (4) shall exercise the same care and diligence expected of Manager and the Trustees. Prior The Sub-Adviser and the Manager shall each make its officers and employees available to the commencement other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding investment affairs of the Fund. (b) The Sub-Adviser’s services hereunder, Manager shall provide at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties hereunder faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund, including verification and oversight of the pricing of the Fund's portfolio (but excluding determination of net asset value and shareholder accounting services). (c) In the selection of brokers or dealers and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser with current copies shall use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including, by way of each Fund’s Prospectus illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and SAItrends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in other transactions. Manager undertakes Subject to provide such policies as the Trustees of the Trust may determine and communicate to the Sub-Adviser with copies or other written notice of any amendmentsin writing, modifications or supplements to each Fund’s Prospectus and SAI and the Sub-Adviser will shall not need be deemed to comply until have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Trust to pay a copy has been broker or dealer that provides brokerage and research services to the Sub-Adviser or its affiliates an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided to by such broker or dealer, viewed in terms of either that particular transaction or the Sub-Adviser. B. 's overall responsibilities with respect to the Trust and to other clients of the Sub-Adviser may place orders for and its affiliates as to which the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject and its affiliates exercise investment discretion. The Trust agrees that any entity or person associated with the Sub-Adviser or its affiliates which is a member of a national securities exchange is expressly authorized to effect any transaction on such exchange for the account of the Trust and any Fund thereof which is permitted by Section 28(e11(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (id) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file with the Securities and Exchange Commission (“SEC”) all forms pursuant to Sections 13(d), 13(f) and 13(g) of the Exchange Act, with respect to its duties as are set forth herein. F. The Sub-Adviser shall reasonably cooperate with Manager and/or not be obligated to pay any expenses of or for the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to Fund not expressly assumed by the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect pursuant to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actionsthis Section 1. H. Sub-Adviser, in connection with its rights and duties with respect to the Funds and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.

Appears in 1 contract

Samples: Sub Adviser Agreement (Pimco Advisors Funds)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub-adviser (a) Subject always to each Fundthe control of the Trustees of Thomson Fund Group (the "Trust"), a Massachusetts business trust, the Sub-Adviser Adviser, at its expense, will coordinate furnish continuously an investment program for the investment and reinvestment Income Fund series of the assets Trust (the "Fund") and will make investment decisions on behalf of the Fund and determine place all orders for the composition purchase and sale of portfolio securities and all other investments. In the performance of its duties, the Sub-Adviser (1) will comply with the provisions of the assets Trust's Agreement and Declaration of Trust and By-laws, including any amendments thereto (upon receipt of such amendments by the Sub-Adviser), and the investment objectives, policies and restrictions of the Fund, Fund as set forth in accordance with the terms of this Agreement, the Fund’s its current Prospectus and the Fund’s Statement of Additional Information (copies of which will be supplied to the “SAI”Sub-Adviser upon filing with the SEC), (2) will use its best efforts to safeguard and promote the welfare of the Fund, (3) will comply with other policies which the Trustees or the Manager, as each the case may be updated or amendedbe, may from time to time) and subject time determine as promptly as practicable after such policies have been communicated to the directionSub-Adviser in writing, supervision and control (4) shall exercise the same care and diligence expected of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide The Sub-Adviser with current copies of and the Manager shall each Fund’s Prospectus make its officers and SAI. Manager undertakes employees available to provide Sub-Adviser with copies or the other written notice of any amendments, modifications or supplements from time to each Fund’s Prospectus and SAI and Sub-Adviser will not need time at reasonable times to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) review investment policies of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Fund and to consult with each other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs regarding investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file with the Securities and Exchange Commission (“SEC”) all forms pursuant to Sections 13(d), 13(f) and 13(g) of the Exchange Act, with respect to its duties as are set forth herein. F. Sub-Adviser shall reasonably cooperate with Manager and/or the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets affairs of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. (b) The Sub-Adviser, in connection with at its rights expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties with respect to hereunder faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the Funds and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the efficient conduct of an enterprise the investment affairs of a like character the Fund, including verification and with like aimsoversight of the pricing of the Fund's portfolio (but excluding determination of net asset value and shareholder accounting services).

Appears in 1 contract

Samples: Sub Adviser Agreement (Pimco Advisors Funds)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub-adviser to each Fund, Sub-Adviser will coordinate the investment and reinvestment of the assets of the Fund and determine the composition of the assets of the Fund, in accordance with the terms of this Agreement, the Fund’s Prospectus and the Fund’s Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision supervision, and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications modifications, or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility responsibility, and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which that may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account account, or for the other accounts of others which that it manages which manages, that are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 206(4)‑7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 38a‑1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 206(4)‑7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 206(4)‑7 under the Advisers Act and Section 38a-1 38a‑1 of the Investment Company Act, as well as the foregoing sub-paragraphs subparagraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books books, and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file with the Securities and Exchange Commission (“SEC”) all forms pursuant to Sections 13(d), 13(f) ), and 13(g) of the Exchange Act, with respect to its duties as are set forth herein. F. Sub-Adviser shall reasonably cooperate with Manager and/or the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, ; provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. Sub-Adviser, in connection with its rights and duties with respect to the Funds and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.

Appears in 1 contract

Samples: Sub Advisory Agreement (Hennessy Funds Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub-adviser (a) Subject always to each Fundthe control of the Trustees of Thomson Fund Group, a Massachusetts business trust, the Sub-Adviser Adviser, at its expense, will coordinate furnish continuously an investment program for the investment and reinvestment Growth Fund series of the assets Trust (the "Fund") and will make investment decisions on behalf of the Fund and determine place all orders for the composition purchase and sale of portfolio securities and all other investments. In the performance of its duties, the Sub-Adviser (1) will comply with the provisions of the assets Trust's Agreement and Declaration of Trust and By-laws, including any amendments thereto (upon receipt of such amendments by the Sub-Adviser), and the investment objectives, policies and restrictions of the Fund, Fund as set forth in accordance with the terms of this Agreement, the Fund’s its current Prospectus and the Fund’s Statement of Additional Information (copies of which will be supplied to the “SAI”Sub-Adviser upon filing with the SEC), (2) will use its best efforts to safeguard and promote the welfare of the Fund, (3) will comply with other policies which the Trustees or the Manager, as each the case may be updated or amendedbe, may from time to time) and subject time determine as promptly as practicable after such policies have been communicated to the directionSub-Adviser in writing, supervision and control (4) shall exercise the same care and diligence expected of Manager and the Trustees. Prior The Sub-Adviser and the Manager shall each make its officers and employees available to the commencement other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding investment affairs of the Fund. (b) The Sub-Adviser’s services hereunder, Manager shall provide at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties hereunder faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund, including verification and oversight of the pricing of the Fund's portfolio (but excluding determination of net asset value and shareholder accounting services). (c) In the selection of brokers or dealers and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser with current copies shall use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including, by way of each Fund’s Prospectus illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and SAItrends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in other transactions. Manager undertakes Subject to provide such policies as the Trustees of the Trust may determine and communicate to the Sub-Adviser with copies or other written notice of any amendmentsin writing, modifications or supplements to each Fund’s Prospectus and SAI and the Sub-Adviser will shall not need be deemed to comply until have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Trust to pay a copy has been broker or dealer that provides brokerage and research services to the Sub-Adviser or its affiliates an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another border or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided to by such broker or dealer, viewed in terms of either that particular transaction or the Sub-Adviser. B. 's overall responsibilities with respect to the Trust and to other clients of the Sub-Adviser may place orders for and its affiliates as to which the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject and its affiliates exercise investment discretion. The Trust agrees that any entity or person associated with the Sub-Adviser or its affiliates which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Trust and any Fund thereof which is permitted by Section 28(e11(a) of the Securities Exchange Act of 1934, as amended (the “Exchange "1934 Act”)") and Rule 11a2-2(T) thereunder, and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit Trust has consented to the Fund. Manager understands and agrees that when retention of compensation for such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub11a2-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii2(T)(2)(iv). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file with the Securities and Exchange Commission (“SEC”d) all forms pursuant to Sections 13(d), 13(f) and 13(g) of the Exchange Act, with respect to its duties as are set forth herein. F. The Sub-Adviser shall reasonably cooperate with Manager and/or not be obligated to pay any expenses of or for the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to Fund not expressly assumed by the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect pursuant to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actionsthis Section 1. H. Sub-Adviser, in connection with its rights and duties with respect to the Funds and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.

Appears in 1 contract

Samples: Sub Adviser Agreement (Pimco Advisors Funds)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub(a) Subject always to the control of the Trustees of Allmerica Investment Trust (the "Trust"), a Massachusetts business trust, the Sub-adviser Adviser, at its expense, will furnish continuously an investment program for the following series of shares of the Trust: the _______________________________ (the "Fund") and such other series of shares as the Trust, the Manager and the Sub-Adviser may from time to each Fundtime agree on (together, the "Funds"). The Sub-Adviser will coordinate the make investment and reinvestment of the assets decisions on behalf of the Fund and determine place all orders for the composition purchase and sale of portfolio securities. In the performance of its duties, the Sub-Adviser will comply with the provisions of the assets Agreement and Declaration of Trust and Bylaws of the Trust and the objectives and policies of the Fund, as set forth in accordance with the terms of this Agreement, the Fund’s Prospectus and the Fund’s current Registration Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file Trust filed with the Securities and Exchange Commission ("SEC") and any applicable federal and state laws, and will comply with other policies which the Trustees of the Trust (the "Trustees") or the Manager, as the case may be, may from time to time determine and which are furnished to the Sub-Adviser. The Sub- Adviser shall make its officers and employees available to the Manager from time to time at reasonable times to review investment policies of the Fund and to consult with the Manager regarding the investment affairs of the Fund. In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust in any way or otherwise be deemed to be an agent of the Trust. (b) The Sub-Adviser, at its expense, will furnish (i) all forms pursuant investment and management facilities, including salaries of personnel necessary for it to Sections 13(d)perform the duties set forth in this Agreement, 13(fand (ii) administrative facilities, including clerical personnel and 13(g) equipment necessary for the conduct of the Exchange Act, with respect to its duties as are set forth hereininvestment affairs of the Fund (excluding brokerage expenses and pricing and bookkeeping services). F. (c) The Sub-Adviser shall reasonably cooperate place all orders for the purchase and sale of portfolio investments for the Fund with Manager and/or issuers, brokers or dealers selected by the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser willwhich may include brokers or dealers affiliated with the Sub-Adviser. In the selection of such brokers or dealers and the placing of such orders, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that the Sub-Adviser will not be responsible for any other corporate actions relating always shall seek best execution (except to the securities extent permitted by the next sentence hereof), which is to place portfolio transactions where the Fund can obtain the most favorable combination of price and execution services in which assets of the Fund’s investment portfolio are investedparticular transactions or provided on a continuing basis by a broker or dealer, including administrative filings, such as proofs or claims in class actions. H. Sub-Adviser, and to deal directly with a principal market maker in connection with over-the-counter transactions, except when it is believed that best execution is obtainable elsewhere. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its rights having caused the Trust to pay a broker or dealer that provides brokerage and duties research services an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser 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 broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser and its affiliates with respect to the Funds Trust and to other clients of the Trust shall use Sub-Adviser as to which Sub- Adviser or any affiliate of the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aimsSub-Adviser exercises investment discretion.

Appears in 1 contract

Samples: Management Agreement (Allmerica Investment Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub(a) Subject always to the control of the Trustees of Allmerica Investment Trust (the "Trust"), a Massachusetts business trust, the Sub-adviser Adviser, at its expense, will furnish continuously an investment program for the following series of shares of the Trust: the SELECT VALUE OPPORTUNITY FUND (the "Fund") and such other series of shares as the Trust, the Manager and the Sub-Adviser may from time to each Fundtime agree on (together, the "Funds"). The Sub-Adviser will coordinate the make investment and reinvestment decisions on behalf of the assets Funds and place all orders for the purchase and sale of portfolio securities. In the performance of its duties, the Sub-Adviser will comply with the provisions of the Fund Agreement and determine the composition Declaration of Trust and Bylaws of the assets Trust and the objectives and policies of the Fund, as set forth in accordance with the terms of this Agreement, the Fund’s Prospectus and the Fund’s current Registration Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file Trust filed with the Securities and Exchange Commission ("SEC”) all forms pursuant to Sections 13(d), 13(f") and 13(g) any applicable federal and state laws, and will comply with other policies which the Trustees of the Exchange ActTrust (the "Trustees") or the Manager, with respect as the case may be, may from time to its duties as time determine and which are set forth herein. F. furnished to the Sub-Adviser. The Sub-Adviser shall reasonably cooperate make its officers and employees available to the Manager from time to time at reasonable times to review investment policies of the Fund and to consult with the Manager and/or regarding the investment affairs of the Funds. In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust in responding any way or otherwise be deemed to any regulatory or compliance examinations or inspections (including any information requests) relating to be an agent of the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. (b) The Sub-Adviser, at its expense, will furnish (i) all investment and management facilities, including salaries of personnel necessary to perform for it the duties set forth in this Agreement, and (ii) administrative facilities, including clerical personnel and equipment necessary for the conduct of the investment affairs of the Fund (excluding brokerage expenses and pricing and bookkeeping services). (c) The Sub-Adviser shall place all orders for the purchase and sale of portfolio investments for the Fund with issuers, brokers or dealers selected by the Sub-Adviser which may include brokers or dealers affiliated with the Sub- Adviser. In the selection of such brokers or dealers and the placing of such orders, the Sub-Adviser always shall seek best execution (except to the extent permitted by the next sentence hereof), which is to place portfolio transactions where the Fund can obtain the most favorable combination of price and execution services in particular transactions or provided on a continuing basis by a broker or dealer, and to deal directly with a principal market maker in connection with over-the-counter transactions, except when it is believed that best execution is obtainable elsewhere. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its rights having caused the Trust to pay a broker or dealer that provides brokerage and duties research services an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser 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 broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub- Adviser and its affiliates with respect to the Funds Trust and to other clients of the Trust shall use Sub-Adviser as to which Sub-Adviser or any affiliate of the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aimsSub-Adviser exercises investment discretion.

Appears in 1 contract

Samples: Sub Adviser Agreement (Allmerica Investment Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub-adviser (a) Subject always to each the control of the Trustees of The Sierra Variable Trust, a Massachusetts business trust (the "Trust") and to the overall supervision of the Manager, the Sub- Adviser, at its expense, will furnish continuously an investment program for the portfolio represented by shares of The Short Term High Quality Bond Fund series (the "Fund, "). The Sub-Adviser will coordinate the make investment and reinvestment of the assets decisions on behalf of the Fund and determine place all orders for the composition purchase and sale of portfolio securities. In the performance of its duties, the Sub-Adviser will comply with the provisions of the assets Agreement and Declaration of Trust, the By-laws of the Trust and the stated investment objectives, policies and restrictions of the Fund as set forth in its registration statement on Form N-1A, File No. 33-57732, and will use its best efforts to safeguard and promote the welfare of the Fund, in accordance and to comply with other policies which the terms of this AgreementTrustees or the Manager, as the Fund’s Prospectus and the Fund’s Statement of Additional Information (the “SAI”) (as each case may be updated or amendedbe, may from time to time) and subject time determine. Copies of the Trust's Registration Statement, including exhibits, have been or will be provided to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, and the Manager shall agrees promptly to provide the Sub-Adviser with current copies of each Fund’s Prospectus and SAIall amendments or supplements to the Registration Statement. Manager undertakes to provide The Sub-Adviser shall make its officers and employees available to the Manager at reasonable times to review investment policies of the Fund and to consult with copies or other written notice the Manager regarding the investment affairs of any amendmentsthe Fund. (b) The Sub-Adviser, modifications or supplements at its expense, will furnish all necessary office space and equipment, bookkeeping and clerical services (excluding shareholder accounting and transfer agency services) required for it to each Fund’s Prospectus perform its duties hereunder and SAI will pay all salaries, fees and expenses of officers and Trustees of the Trust who are affiliated with the Sub-Adviser will and not need otherwise affiliated with the Manager. (c) In the selection of brokers, dealers, futures commissions merchants or any other sources of portfolio investments for the Fund (hereafter, "brokers or dealers") and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser shall use its best efforts to comply until a copy has been provided obtain the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain the most favorable price and execution available, the Sub-Adviser. B. , bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Trustees of the Trust may determine, the Sub-Adviser may place orders for shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the execution Trust to pay, on behalf of transactions with the Fund, a broker or through such brokers, dealers or banks as dealer that provides brokerage and research services to the Sub-Adviser may select andan amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, subject if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Sub-Adviser's overall responsibilities with respect to the Trust and to other clients of the Sub-Adviser as to which the Sub-Adviser exercises investment discretion. As provided in the Management Contract referred to in Section 28(e3 below, the Trust agrees that any entity or person associated with the Manager or Sub-Adviser which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Fund which is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)1934 and Rule 11a2-2(T) thereunder, and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit Trust has consented to the Fund. Manager understands and agrees that when retention of compensation for such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub11a2-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii2(T)(2)(iv). E. (d) The Sub-Adviser will shall not be obligated to pay any expenses of or for the Fund not expressly assumed by the Sub- Adviser pursuant to this Section 1 other than as provided in Section 3. (e) The Sub-Adviser shall maintain and preserve all accounts, books and records with respect to each Fund as are the Fund's portfolio transactions required by subparagraphs (b)(5) - (b)(11) and paragraph (f) of an investment adviser of a registered investment company pursuant to Rule 31a-1 under the Investment Company Act and the Advisers Act and the rules thereunder of 1940, as amended, and shall file with render to the Securities and Exchange Commission (“SEC”) all forms pursuant to Sections 13(d), 13(f) and 13(g) Board of Trustees of the Exchange Act, with respect to its duties Trust such periodic and special reports as are set forth hereinthe Board may reasonably request. F. Sub-Adviser shall reasonably cooperate with Manager and/or the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. Sub-Adviser, in connection with its rights and duties with respect to the Funds and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.

Appears in 1 contract

Samples: Sub Adviser Agreement (Sierra Variable Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub(a) Subject always to the control of the Trustees of Allmerica Investment Trust (the "Trust"), a Massachusetts business trust, the Sub-adviser Adviser, at its expense, will furnish continuously an investment program for the following series of shares of the Trust: the Select Strategic Growth Fund (the "Fund") and such other series of shares as the Trust, the Manager and the Sub-Adviser may from time to each Fundtime agree on (together, the "Funds"). The Sub-Adviser will coordinate the make investment and reinvestment of the assets decisions on behalf of the Fund and determine place all orders for the composition purchase and sale of portfolio securities. In the performance of its duties, the Sub-Adviser will comply with the provisions of the assets Agreement and Declaration of Trust and Bylaws of the Trust and the objectives and policies of the Fund, as set forth in accordance with the terms of this Agreement, the Fund’s Prospectus and the Fund’s current Registration Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file Trust filed with the Securities and Exchange Commission ("SEC”) all forms pursuant to Sections 13(d), 13(f") and 13(g) any applicable federal and state laws, and will comply with other policies which the Trustees of the Exchange ActTrust (the "Trustees") or the Manager, with respect as the case may be, may from time to its duties as time determine and which are set forth herein. F. furnished to the Sub-Adviser. The Sub-Adviser shall reasonably cooperate make its officers and employees available to the Manager from time to time at reasonable times to review investment policies of the Fund and to consult with the Manager and/or regarding the investment affairs of the Fund. In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust in responding any way or otherwise be deemed to any regulatory or compliance examinations or inspections (including any information requests) relating to be an agent of the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. (b) The Sub-Adviser, at its expense, will furnish (i) all investment and management facilities, including salaries of personnel necessary for it to perform the duties set forth in this Agreement, and (ii) administrative facilities, including clerical personnel and equipment necessary for the conduct of the investment affairs of the Fund (excluding brokerage expenses and pricing and bookkeeping services). (c) The Sub-Adviser shall place all orders for the purchase and sale of portfolio investments for the Fund with issuers, brokers or dealers selected by the Sub-Adviser which may include brokers or dealers affiliated with the Sub-Adviser. In the selection of such brokers or dealers and the placing of such orders, the Sub-Adviser always shall seek best execution (except to the extent permitted by the next sentence hereof), which is to place portfolio transactions where the Fund can obtain the most favorable combination of price and execution services in particular transactions or provided on a continuing basis by a broker or dealer, and to deal directly with a principal market maker in connection with over-the- counter transactions, except when it is believed that best execution is obtainable elsewhere. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its rights having caused the Trust to pay a broker or dealer that provides brokerage and duties research services an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser 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 broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser and its affiliates with respect to the Funds Trust and to other clients of the Trust shall use Sub-Adviser as to which Sub-Adviser or any affiliate of the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aimsSub-Adviser exercises investment discretion.

Appears in 1 contract

Samples: Sub Adviser Agreement (Allmerica Investment Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub(a) Subject always to the control of the Trustees of Allmerica Investment Trust (the "Trust"), a Massachusetts business trust, the Sub-adviser Adviser, at its expense, will furnish continuously an investment program for the following series of shares of the Trust: the SMALL-MID CAP VALUE FUND (the "Funds") and such other series of shares as the Trust, the Manager and the Sub-Adviser may from time to each Fundtime agree on (together, the "Funds"). The Sub-Adviser will coordinate the make investment and reinvestment decisions on behalf of the assets Funds and place all orders for the purchase and sale of portfolio securities. In the performance of its duties, the Sub-Adviser will comply with the provisions of the Fund Agreement and determine the composition Declaration of Trust and Bylaws of the assets Trust and the objectives and policies of the Fund, as set forth in accordance with the terms of this Agreement, the Fund’s Prospectus and the Fund’s current Registration Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file Trust filed with the Securities and Exchange Commission ("SEC”) all forms pursuant to Sections 13(d), 13(f") and 13(g) any applicable federal and state laws, and will comply with other policies which the Trustees of the Exchange ActTrust (the "Trustees") or the Manager, with respect as the case may be, may from time to its duties as time determine and which are set forth herein. F. furnished to the Sub-Adviser. The Sub-Adviser shall reasonably cooperate make its officers and employees available to the Manager from time to time at reasonable times to review investment policies of the Fund and to consult with the Manager and/or regarding the investment affairs of the Funds. In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust in responding any way or otherwise be deemed to any regulatory or compliance examinations or inspections (including any information requests) relating to be an agent of the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. (b) The Sub-Adviser, at its expense, will furnish (i) investment and management facilities, including salaries of personnel necessary to perform for it the duties set forth in this Agreement, and (ii) administrative facilities, including clerical personnel and equipment necessary for the conduct of the investment affairs of the Fund (excluding brokerage expenses and pricing and bookkeeping services). (c) The Sub-Adviser shall place all orders for the purchase and sale of portfolio investments for the Fund with issuers, brokers or dealers selected by the Sub-Adviser which may include brokers or dealers affiliated with the Sub-Adviser. In the selection of such brokers or dealers and the placing of such orders, the Sub-Adviser always shall seek best execution (except to the extent permitted by the next sentence hereof), which is to place portfolio transactions where the Fund can obtain the most favorable combination of price and execution services in particular transactions or provided on a continuing basis by a broker or dealer, and to deal directly with a principal market maker in connection with over-the-counter transactions, except when it is believed that best execution is obtainable elsewhere. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its rights having caused the Trust to pay a broker or dealer that provides brokerage and duties research services an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser 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 broker or dealer, viewed in terms of either that particular transaction or the over-all responsibilities of the Sub-Adviser and its affiliates with respect to the Funds Trust and to other clients of the Trust shall use Sub-Adviser as to which Sub-Adviser or any affiliate of the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aimsSub-Adviser exercises investment discretion.

Appears in 1 contract

Samples: Sub Adviser Agreement (Allmerica Investment Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub(a) Subject always to the control of the Trustees of Allmerica Investment Trust (the "Trust"), a Massachusetts business trust, the Sub-adviser Adviser, at its expense, will furnish continuously an investment program for the following series of shares of the Trust the SELECT EMERGING MARKETS FUND (the "Fund") and such other series of shares as the Trust, the Manager and the Sub-Adviser may from time to each Fundtime agree on (together, the "Funds"). The Sub-Adviser will coordinate the make investment and reinvestment decisions on behalf of the assets Funds and place all orders for the purchase and sale of portfolio securities. In the performance of its duties, the Sub-Adviser will comply with the provisions of the Fund Agreement and determine the composition Declaration of Trust and Bylaws of the assets Trust and the objectives and policies of the Fund, as set forth in accordance with the terms of this Agreement, the Fund’s Prospectus and the Fund’s current Registration Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file Trust filed with the Securities and Exchange Commission ("SEC”) all forms pursuant to Sections 13(d), 13(f") and 13(g) any applicable federal and state laws, and will comply with other policies which the Trustees of the Exchange ActTrust (the "Trustees") or the Manager, with respect as the case may be, may from time to its duties as time determine and which are set forth herein. F. furnished to the Sub-Adviser. The Sub-Adviser shall reasonably cooperate make its officers and employees available to the Manager from time to time at reasonable times to review investment policies of the Fund and to consult with the Manager and/or regarding the investment affairs of the Fund. In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust in responding any way or otherwise be deemed to any regulatory or compliance examinations or inspections (including any information requests) relating to be an agent of the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. (b) The Sub-Adviser, at its expense, will furnish (i) all investment and management facilities, including salaries of personnel necessary for it to perform the duties set forth in this Agreement, and (ii) administrative facilities, including clerical personnel and equipment necessary for the conduct of the investment affairs of the Fund (excluding brokerage expenses and pricing and bookkeeping services). (c) The Sub-Adviser shall place all orders for the purchase and sale of portfolio investments for the Fund with issuers, brokers or dealers selected by the Sub-Adviser which may include brokers or dealers affiliated with the Sub-Adviser. In the selection of such brokers or dealers and the placing of such orders, the Sub-Adviser always shall seek best execution (except to the extent permitted by the next sentence hereof), which is to place portfolio transactions where the Fund can obtain the most favorable combination of price and execution services in particular transactions or provided on a continuing basis by a broker or dealer, and to deal directly with a principal market maker in connection with over-the-counter transactions, except when it is believed that best execution is obtainable elsewhere. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its rights having caused the Trust to pay a broker or dealer that provides brokerage and duties research services an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser 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 broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser and its affiliates with respect to the Funds Trust and to other clients of the Trust shall use Sub-Adviser as to which Sub-Adviser or any affiliate of the careSub-Adviser exercises investment discretion. (d) In addition to being registered as an investment adviser in the United States, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use Sub-Adviser is regulated in the conduct of an enterprise of its investment business in the United Kingdom by the Investment Management Regulatory Organization Limited ("IMRO"). The Sub-Adviser confirms that the Trust is a like character and with like aimsnon-private customer as defined by IMRO.

Appears in 1 contract

Samples: Sub Adviser Agreement (Allmerica Investment Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As (a) Subject always to the control of the Trustees of Allmerica Investment Trust (the "Trust"), a Massachusetts business trust, the Sub-Adviser, at its expense, will furnish continuously an investment program for the following series of shares of the Trust: the Select Aggressive Growth Fund (the "Fund") and such other series of shares as the Trust, the Manager and the Sub-Adviser may from time to time agree on (together, the "Funds"). The Sub-Adviser acknowledges that the Fund may have one or more other sub-adviser advisers and that the Manager shall from time to each time determine the portion of the Fund, 's assets to be managed by the Sub- Adviser (the "Sub-Adviser's Portion"). The Sub-Adviser will coordinate the make investment and reinvestment decisions on behalf of the assets Sub-Adviser's Portion and place all orders for the purchase and sale of portfolio securities relating thereto. In the performance of its duties, the Sub-Adviser will comply with the provisions of the Fund Agreement and determine the composition Declaration of Trust and Bylaws of the assets Trust and the objectives and policies of the Fund, as set forth in accordance with the terms of this Agreement, the Fund’s Prospectus and the Fund’s current Registration Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file Trust filed with the Securities and Exchange Commission ("SEC") and any applicable federal laws and state securities laws, and will comply with other policies which the Trustees of the Trust (the "Trustees") or the Manager, as the case may be, may from time to time determine and which are furnished to the Sub-Adviser including, if requested by the Manager, managing the Sub-Adviser's Portion as if it were a separate investment company for the purposes of determining compliance with the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust and the objectives and policies of the Fund, as set forth in the current Registration Statement of the Trust filed with the SEC and any applicable federal laws and state securities laws, and other policies which the Trustees of the Trust or the Manager may furnish to the Sub- Adviser. The Manager agrees to provide promptly to the Sub-Adviser a copy of the documents and materials described above and all forms changes made to such documents and materials together with other documents and materials that the Sub-Adviser may reasonably request from time to time for the purpose of performing the services to be rendered by the Sub- Adviser pursuant to Sections 13(d), 13(f) and 13(g) this Agreement. The Sub-Adviser agrees to provide promptly to the Manager such information that the Manager may reasonably request from time to time for the purpose of performing the Exchange Act, with respect services to its duties as are set forth herein. F. be rendered by the Manager pursuant to the Management Agreement. The Sub-Adviser shall reasonably cooperate make its employees available to the Manager from time to time at reasonable times to review investment policies of the Fund and to consult with the Manager and/or regarding the investment affairs of the Fund. In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust in responding any way or otherwise be deemed to any regulatory or compliance examinations or inspections (including any information requests) relating to be an agent of the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. (b) The Sub-Adviser, at its expense, will furnish (i) all investment and management facilities, and (ii) administrative facilities, including clerical personnel and equipment necessary for the conduct of the investment affairs of the Fund (excluding brokerage expenses and pricing and bookkeeping services). (c) The Sub-Adviser shall place all orders for the purchase and sale of portfolio investments for the Sub-Adviser's Portion with issuers, brokers or dealers selected by the Sub-Adviser which may include brokers or dealers affiliated with the Sub-Adviser. In the selection of such brokers or dealers and the placing of such orders, the Sub-Adviser always shall seek best execution (except to the extent permitted by the next sentence hereof), which is to place portfolio transactions where the Fund can obtain the most favorable combination of price and execution services in particular transactions or provided on a continuing basis by a broker or dealer, and to deal directly with a principal market maker in connection with over-the-counter transactions, except when it is believed that best execution is obtainable elsewhere. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its rights having caused the Trust to pay a broker or dealer that provides brokerage and duties research services an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser 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 broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser and its affiliates with respect to the Funds Trust and to other clients of the Sub-Adviser as to which Sub- Adviser or any affiliate of the Sub-Adviser exercises investment discretion. In addition, subject to seeking "best execution" and compliance with any applicable federal laws and state securities laws, the Sub-Adviser may also consider sale of shares of the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that as a prudent person acting in a like capacity and familiar with such matters would use factor in the conduct selection of an enterprise brokers and dealers. On occasions when the Sub-Adviser deems the purchase or sale of a like character security to be in the best interest of the Fund as well as the other clients of the Sub-Adviser, to the extent permitted by applicable laws and regulations and in accordance with like aimsthe investment objectives and policies of the Fund, the Sub-Adviser may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain 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 the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to its other clients.

Appears in 1 contract

Samples: Sub Adviser Agreement (Allmerica Investment Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub(a) Subject always to the control of the Trustees of Allmerica Investment Trust (the "Trust"), a Massachusetts business trust, the Sub-adviser Adviser, at its expense, will furnish continuously an investment program for the following series of shares of the Trust: the Select Strategic Growth Fund (the "Fund") and such other series of shares as the Trust, the Manager and the Sub-Adviser may from time to each Fundtime agree on (together, the "Funds"). The Sub-Adviser will coordinate the make investment and reinvestment of the assets decisions on behalf of the Fund and determine place all orders for the composition purchase and sale of portfolio securities. In the performance of its duties, the Sub-Adviser will comply with the provisions of the assets Agreement and Declaration of Trust and Bylaws of the Trust and the objectives and policies of the Fund, as set forth in accordance with the terms of this Agreement, the Fund’s Prospectus and the Fund’s current Registration Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file Trust filed with the Securities and Exchange Commission ("SEC”) all forms pursuant to Sections 13(d), 13(f") and 13(g) any applicable federal and state laws, and will comply with other policies which the Trustees of the Exchange ActTrust (the "Trustees") or the Manager, with respect as the case may be, may from time to its duties as time determine and which are set forth herein. F. furnished to the Sub- Adviser. The Sub-Adviser shall reasonably cooperate make its officers and employees available to the Manager from time to time at reasonable times to review investment policies of the Fund and to consult with the Manager and/or regarding the investment affairs of the Fund. In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust in responding any way or otherwise be deemed to any regulatory or compliance examinations or inspections (including any information requests) relating to be an agent of the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. (b) The Sub-Adviser, at its expense, will furnish (i) all investment and management facilities, including salaries of personnel necessary for it to perform the duties set forth in this Agreement, and (ii) administrative facilities, including clerical personnel and equipment necessary for the conduct of the investment affairs of the Fund (excluding brokerage expenses and pricing and bookkeeping services). (c) The Sub-Adviser shall place all orders for the purchase and sale of portfolio investments for the Fund with issuers, brokers or dealers selected by the Sub-Adviser which may include brokers or dealers affiliated with the Sub-Adviser. In the selection of such brokers or dealers and the placing of such orders, the Sub-Adviser always shall seek best execution (except to the extent permitted by the next sentence hereof), which is to place portfolio transactions where the Fund can obtain the most favorable combination of price and execution services in particular transactions or provided on a continuing basis by a broker or dealer, and to deal directly with a principal market maker in connection with over- the-counter transactions, except when it is believed that best execution is obtainable elsewhere. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its rights having caused the Trust to pay a broker or dealer that provides brokerage and duties research services an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser 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 broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser and its affiliates with respect to the Funds Trust and to other clients of the Trust shall use Sub-Adviser as to which Sub-Adviser or any affiliate of the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aimsSub-Adviser exercises investment discretion.

Appears in 1 contract

Samples: Sub Adviser Agreement (Allmerica Investment Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub-adviser (a) Subject always to each Fundthe control of the Trustees of Allmerica Investment Trust (the "Trust"), a Massachusetts business trust, the Sub-Adviser Adviser, at its expense, will coordinate furnish continuously an investment program for the investment and reinvestment following series of shares of the assets Trust: the Select Growth Fund (the "Fund") and such other series of shares as the Fund and determine the composition of the assets of the Fund, in accordance with the terms of this AgreementTrust, the Fund’s Prospectus and the Fund’s Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for from time to time agree on (together, the execution of transactions with or through such brokers, dealers or banks as "Funds"). The Sub-Adviser acknowledges the Fund may select and, subject have one or more other sub-advisers and that the Manager shall from time to Section 28(e) time determine the portion of the Securities Exchange Act of 1934, as amended (Fund's assets to be managed by the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by "Sub-Adviser's Portion"). Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, The Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under make investment decisions on behalf of the Investment Company Act) Sub-Adviser's Portion and place all orders for the purchase and sale of portfolio securities relating thereto. The Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide not consult with any AIT Sub-Adviser with a list (other than an affiliated person of brokers the Sub-Adviser), concerning transactions for the Fund in securities or dealers other assets. To the extent that are affiliated persons multiple AIT Sub-Advisers serve as investment advisers of Manager. C. Manager understands and agrees and has advised the Trustees that Fund, the Sub-Adviser performs shall be responsible for providing investment management services for various clients and may take action advice to the Fund only with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because 's Portion of the fact that it may effect transactions with respect to securities for Fund's portfolio. In the performance of its own account or for duties, the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager comply with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each provisions of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report Agreement and Declaration of any material changes to Sub-Adviser’s policies Trust and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 Bylaws of the Investment Company ActTrust and the objectives and policies of the Fund, as well as set forth in the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required current Registration Statement of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file Trust filed with the Securities and Exchange Commission ("SEC”) all forms pursuant to Sections 13(d), 13(f") and 13(g) any applicable federal and state laws, and will comply with other policies which the Trustees of the Exchange ActTrust (the "Trustees") or the Manager, as the case may be, may from time to time determine and which are furnished to the Sub-Adviser including, if requested by the Manager, managing the Sub-Adviser's Portion as if it were a separate investment company for the purposes of determining compliance with respect to its duties the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust and the objectives and policies of the Fund, as are set forth herein. F. in the current Registration Statement of the Trust filed with the SEC and any applicable federal and state laws, and other policies which the Trustees of the Trust or the Manager may furnish to the Sub-Adviser. The Sub-Adviser shall reasonably cooperate make its officers and employees available to the Manager from time to time at reasonable times to review investment policies of the Fund and to consult with the Manager and/or regarding the investment affairs of the Fund. In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust in responding any way or otherwise be deemed to any regulatory or compliance examinations or inspections (including any information requests) relating to be an agent of the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. (b) The Sub-Adviser, at its expense, will furnish (i) all investment and management facilities, including salaries of personnel necessary for it to perform the duties set forth in this Agreement, and (ii) administrative facilities, including clerical personnel and equipment necessary for the conduct of the investment affairs of the Fund (excluding brokerage expenses and pricing and bookkeeping services). (c) The Sub-Adviser shall place all orders for the purchase and sale of portfolio investments for the Sub-Adviser's Portion with issuers, brokers or dealers selected by the Sub-Adviser which may include brokers or dealers affiliated with the Sub-Adviser. In the selection of such brokers or dealers and the placing of such orders, the Sub-Adviser always shall seek best execution (except to the extent permitted by the next sentence hereof), which is to place portfolio transactions where the Fund can obtain the most favorable combination of price and execution services in particular transactions or provided on a continuing basis by a broker or dealer, and to deal directly with a principal market maker in connection with over-the-counter transactions, except when it is believed that best execution is obtainable elsewhere. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its rights having caused the Trust to pay a broker or dealer that provides brokerage and duties research services an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser 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 broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser and its affiliates with respect to the Funds Trust and to other clients of the Trust shall use Sub-Adviser as to which Sub-Adviser or any affiliate of the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aimsSub-Adviser exercises investment discretion.

Appears in 1 contract

Samples: Sub Adviser Agreement (Allmerica Investment Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub(a) Subject always to the control of the Trustees of Allmerica Investment Trust (the "Trust"), a Massachusetts business trust, the Sub-adviser Adviser, at its expense, will furnish continuously an investment program for the following series of shares of the Trust: the SMALL-MID CAP VALUE FUND (the "Fund") and such other series of shares as the Trust, the Manager and the Sub-Adviser may from time to each Fundtime agree on (together, the "Funds"). The Sub-Adviser will coordinate the make investment and reinvestment decisions on behalf of the assets Funds and place all orders for the purchase and sale of portfolio securities. In the performance of its duties, the Sub-Adviser will comply with the provisions of the Fund Agreement and determine the composition Declaration of Trust and Bylaws of the assets Trust and the objectives and policies of the Fund, as set forth in accordance with the terms of this Agreement, the Fund’s Prospectus and the Fund’s current Registration Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file Trust filed with the Securities and Exchange Commission ("SEC”) all forms pursuant to Sections 13(d), 13(f") and 13(g) any applicable federal and state laws, and will comply with other policies which the Trustees of the Exchange ActTrust (the "Trustees") or the Manager, with respect as the case may be, may from time to its duties as time determine and which are set forth herein. F. furnished to the Sub-Adviser. The Sub-Adviser shall reasonably cooperate make its officers and employees available to the Manager from time to time at reasonable times to review investment policies of the Fund and to consult with the Manager and/or regarding the investment affairs of the Funds. In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust in responding any way or otherwise be deemed to any regulatory or compliance examinations or inspections (including any information requests) relating to be an agent of the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. (b) The Sub-Adviser, at its expense, will furnish (i) all investment and management facilities, including salaries of personnel necessary to perform for it the duties set forth in this Agreement, and (ii) administrative facilities, including clerical personnel and equipment necessary for the conduct of the investment affairs of the Fund (excluding brokerage expenses and pricing and bookkeeping services). (c) The Sub-Adviser shall place all orders for the purchase and sale of portfolio investments for the Fund with issuers, brokers or dealers selected by the Sub-Adviser which may include brokers or dealers affiliated with the Sub- Adviser. In the selection of such brokers or dealers and the placing of such orders, the Sub-Adviser always shall seek best execution (except to the extent permitted by the next sentence hereof), which is to place portfolio transactions where the Fund can obtain the most favorable combination of price and execution services in particular transactions or provided on a continuing basis by a broker or dealer, and to deal directly with a principal market maker in connection with over-the-counter transactions, except when it is believed that best execution is obtainable elsewhere. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its rights having caused the Trust to pay a broker or dealer that provides brokerage and duties research services an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser 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 broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub- Adviser and its affiliates with respect to the Funds Trust and to other clients of the Trust shall use Sub-Adviser as to which Sub-Adviser or any affiliate of the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aimsSub-Adviser exercises investment discretion.

Appears in 1 contract

Samples: Sub Adviser Agreement (Allmerica Investment Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub(a) Subject always to the control of the Trustees of Allmerica Investment Trust (the "Trust"), a Massachusetts business trust, the Sub-adviser Adviser, at its expense, will furnish continuously an investment program for the following series of shares of the Trust: the _______________________________ (the "Fund") and such other series of shares as the Trust, the Manager and the Sub-Adviser may from time to each Fundtime agree on (together, the "Funds"). The Sub-Adviser will coordinate the make investment and reinvestment of the assets decisions on behalf of the Fund and determine place all orders for the composition purchase and sale of portfolio securities. In the performance of its duties, the Sub- Adviser will comply with the provisions of the assets Agreement and Declaration of Trust and Bylaws of the Trust and the objectives and policies of the Fund, as set forth in accordance with the terms of this Agreement, the Fund’s Prospectus and the Fund’s current Registration Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file Trust filed with the Securities and Exchange Commission ("SEC”) all forms pursuant to Sections 13(d), 13(f") and 13(g) any applicable federal and state laws, and will comply with other policies which the Trustees of the Exchange ActTrust (the "Trustees") or the Manager, with respect as the case may be, may from time to its duties as time determine and which are set forth herein. F. furnished to the Sub-Adviser. The Sub-Adviser shall reasonably cooperate make its officers and employees available to the Manager from time to time at reasonable times to review investment policies of the Fund and to consult with the Manager and/or regarding the investment affairs of the Fund. In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust in responding any way or otherwise be deemed to any regulatory or compliance examinations or inspections (including any information requests) relating to be an agent of the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. (b) The Sub-Adviser, at its expense, will furnish (i) all investment and management facilities, including salaries of personnel necessary for it to perform the duties set forth in this Agreement, and (ii) administrative facilities, including clerical personnel and equipment necessary for the conduct of the investment affairs of the Fund (excluding brokerage expenses and pricing and bookkeeping services). (c) The Sub-Adviser shall place all orders for the purchase and sale of portfolio investments for the Fund with issuers, brokers or dealers selected by the Sub-Adviser which may include brokers or dealers affiliated with the Sub-Adviser. In the selection of such brokers or dealers and the placing of such orders, the Sub-Adviser always shall seek best execution (except to the extent permitted by the next sentence hereof), which is to place portfolio transactions where the Fund can obtain the most favorable combination of price and execution services in particular transactions or provided on a continuing basis by a broker or dealer, and to deal directly with a principal market maker in connection with over-the-counter transactions, except when it is believed that best execution is obtainable elsewhere. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its rights having caused the Trust to pay a broker or dealer that provides brokerage and duties research services an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser 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 broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser and its affiliates with respect to the Funds Trust and to other clients of the Trust shall use Sub-Adviser as to which Sub-Adviser or any affiliate of the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aimsSub-Adviser exercises investment discretion.

Appears in 1 contract

Samples: Management Agreement (Allmerica Investment Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub-adviser (a) Subject always to each Fundthe control of the Trustees of Thomson Fund Group, a Massachusetts business trust, the Sub-Adviser Adviser, at its expense, will coordinate furnish continuously an investment program for the investment and reinvestment Innovation Fund series of the assets Trust (the "Fund") and will make investment decisions on behalf of the Fund and determine place all orders for the composition purchase and sale of portfolio securities and all other investments. In the performance of its duties, the Sub-Adviser (1) will comply with the provisions of the assets Trust's Agreement and Declaration of Trust and By-laws, including any amendments thereto (upon receipt of such amendments by the Sub-Adviser), and the investment objectives, policies and restrictions of the Fund, Fund as set forth in accordance with the terms of this Agreement, the Fund’s its current Prospectus and the Fund’s Statement of Additional Information (copies of which will be supplied to the “SAI”Sub-Adviser upon filing with the SEC), (2) will use its best efforts to safeguard and promote the welfare of the Fund, (3) will comply with other policies which the Trustees or the Manager, as each the case may be updated or amendedbe, may from time to time) and subject time determine as promptly as practicable after such policies have been communicated to the directionSub-Adviser in writing, supervision and control (4) shall exercise the same care and diligence expected of Manager and the Trustees. Prior The Sub-Adviser and the Manager shall each make its officers and employees available to the commencement other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding investment affairs of the Fund. (b) The Sub-Adviser’s services hereunder, Manager shall provide at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties hereunder faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund, including verification and oversight of the pricing of the Fund's portfolio (but excluding determination of net asset value and shareholder accounting services). 3008108.01 7- (c) In the selection of brokers or dealers and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser with current copies shall use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including, by way of each Fund’s Prospectus illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and SAItrends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in other transactions. Manager undertakes Subject to provide such policies as the Trustees of the Trust may determine and communicate to the Sub-Adviser with copies or other written notice of any amendmentsin writing, modifications or supplements to each Fund’s Prospectus and SAI and the Sub-Adviser will shall not need be deemed to comply until have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Trust to pay a copy has been broker or dealer that provides brokerage and research services to the Sub-Adviser or its affiliates an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another border or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided to by such broker or dealer, viewed in terms of either that particular transaction or the Sub-Adviser. B. 's overall responsibilities with respect to the Trust and to other clients of the Sub-Adviser may place orders for and its affiliates as to which the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject and its affiliates exercise investment discretion. The Trust agrees that any entity or person associated with the Sub-Adviser or its affiliates which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Trust and any Fund thereof which is permitted by Section 28(e11(a) of the Securities Exchange Act of 1934, as amended (the “Exchange "1934 Act”)") and Rule 11a2-2(T) thereunder, and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit Trust has consented to the Fund. Manager understands and agrees that when retention of compensation for such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub11a2-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii2(T)(2)(iv). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file with the Securities and Exchange Commission (“SEC”) all forms pursuant to Sections 13(d), 13(f) and 13(g) of the Exchange Act, with respect to its duties as are set forth herein. F. Sub-Adviser shall reasonably cooperate with Manager and/or the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. Sub-Adviser, in connection with its rights and duties with respect to the Funds and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.

Appears in 1 contract

Samples: Sub Adviser Agreement (Pimco Advisors Funds)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub-adviser (a) Subject always to each Fundthe control of the Trustees of Allmerica Investment Trust (the "Trust"), a Massachusetts business trust, the Sub-Adviser Adviser, at its expense, will coordinate furnish continuously an investment program for the investment and reinvestment following series of shares of the assets Trust: the Core Equity Fund (the "Fund") and such other series of shares as the Fund and determine the composition of the assets of the Fund, in accordance with the terms of this AgreementTrust, the Fund’s Prospectus and the Fund’s Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for from time to time agree on (together, the execution of transactions with or through such brokers, dealers or banks as "Funds"). The Sub-Adviser acknowledges the Fund may select and, subject have one or more other sub-advisers and that the Manager shall from time to Section 28(e) time determine the portion of the Securities Exchange Act of 1934, as amended (Fund's assets to be managed by the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by "Sub-Adviser's Portion"). Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, The Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under make investment decisions on behalf of the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or 's Portion and place all orders for the accounts purchase and sale of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at portfolio securities. In the same or similar times. D. performance of its duties, the Sub-Adviser will provide Manager comply with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each provisions of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report Agreement and Declaration of any material changes to Sub-Adviser’s policies Trust and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 Bylaws of the Investment Company ActTrust and the objectives and policies of the Fund, as well as set forth in the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required current Registration Statement of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file Trust filed with the Securities and Exchange Commission ("SEC”) all forms pursuant to Sections 13(d), 13(f") and 13(g) any applicable federal and state laws, and will comply with other policies which the Trustees of the Exchange ActTrust (the "Trustees") or the Manager, as the case may be, may from time to time determine and which are furnished in writing to the Sub-Adviser including, if requested by the Manager, managing the Sub-Adviser's Portion as if it were a separate investment company for the purposes of determining compliance with respect to its duties the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust and the objectives and policies of the Fund, as are set forth herein. F. in the current Registration Statement of the Trust filed with the SEC and any applicable federal and state laws, and other policies which the Trustees of the Trust or the Manager may furnish in writing to the Sub-Adviser. The Sub-Adviser shall reasonably cooperate make its officers and employees available to the Manager from time to time at reasonable times to review investment policies of the Fund and to consult with the Manager and/or regarding the investment affairs of the Fund. In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust in responding any way or otherwise be deemed to any regulatory or compliance examinations or inspections (including any information requests) relating to be an agent of the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. (b) The Sub-Adviser, at its expense, will furnish (i) all investment and management facilities, including salaries of personnel necessary for it to perform the duties set forth in this Agreement, and (ii) administrative facilities, including clerical personnel and equipment necessary for the conduct of the investment affairs of the Fund (excluding brokerage expenses and pricing and bookkeeping services). (c) The Sub-Adviser shall place all orders for the purchase and sale of portfolio investments for the Fund with issuers, brokers or dealers selected by the Sub-Adviser which may include brokers or dealers affiliated with the Sub-Adviser. In the selection of such brokers or dealers and the placing of such orders, the Sub-Adviser always shall seek best execution (except to the extent permitted by the next sentence hereof), which is to place portfolio transactions where the Fund can obtain the most favorable combination of price and execution services in particular transactions or provided on a continuing basis by a broker or dealer, and to deal directly with a principal market maker in connection with over-the-counter transactions, except when it is believed that best execution is obtainable elsewhere. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its rights having caused the Trust to pay a broker or dealer that provides brokerage and duties research services an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser 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 broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser and its affiliates with respect to the Funds Trust and to other clients of the Trust shall use Sub-Adviser as to which Sub-Adviser or any affiliate of the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aimsSub-Adviser exercises investment discretion.

Appears in 1 contract

Samples: Sub Adviser Agreement (Allmerica Investment Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub-adviser (a) Subject always to each Fundthe control of the Trustees of Thomson Fund Group (the "Trust"), a Massachusetts business trust, the Sub-Adviser Adviser, at its expense, will coordinate furnish continuously an investment program for the investment Thomson Precious Metals and reinvestment Natural Resources Fund series of the assets Trust (the "Fund") and will make investment decisions on behalf of the Fund and determine place all orders for the composition purchase and sale of portfolio securities and all other investments. In the performance of its duties, the Sub-Adviser (1) will comply with the provisions of the assets Trust's Amended and Restated Agreement and Declaration of Trust and By-laws, including any amendments thereto, (upon receipt of such amendments by the Sub-Adviser), and the investment objectives, policies and restrictions of the Fund as set forth in its current Prospectus and Statement of Additional Information, (copies of which will be supplied to the Sub-Adviser upon filing with the SEC), (2) will use its best efforts to safeguard and promote the welfare of the Fund, in accordance (3) will comply with other policies which the terms of this AgreementTrustees or the Manager, as the Fund’s Prospectus and the Fund’s Statement of Additional Information (the “SAI”) (as each case may be updated or amendedbe, may from time to time) and subject time determine as promptly as practicable after such policies have been communicated to the directionSub-Adviser in writing, supervision and control (4) shall exercise the same care and diligence expected of Manager and the Trustees. Prior The Sub-Adviser and the Manager shall each make its officers and employees available to the commencement other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. (b) The Sub-Adviser’s services hereunder, Manager shall provide at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties hereunder faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund, including verification and oversight of the pricing of the Fund's portfolio (but excluding determination of net asset value and shareholder accounting services). 3007630.01 6- (c) In the selection of brokers or dealers and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser with current copies shall use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including, by way of each Fund’s Prospectus illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and SAItrends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in other transactions. Manager undertakes Subject to provide such policies as the Trustee of the Trust may determine and communicate to the Sub-Adviser with copies or other written notice of any amendmentsin writing, modifications or supplements to each Fund’s Prospectus and SAI and the Sub-Adviser will shall not need be deemed to comply until have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a copy has been broker or dealer that provides brokerage and research services to the Sub-Adviser or its affiliates an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided to by such broker or dealer, viewed in terms of either that particular transaction or the Sub-Adviser. B. 's overall responsibilities with respect to the Fund and to other clients of the Sub-Adviser may place orders for and its affiliates as to which the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject or its affiliates exercise investment discretion. The Trust agrees that any entity or person associated with the Sub-Adviser or its affiliates which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Trust and any Fund thereof which is permitted by Section 28(e11(a) of the Securities Exchange Act of 1934, as amended (the “Exchange "1934 Act”)") and Rule 11a2-2(T) thereunder, and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit Trust has consented to the Fund. Manager understands and agrees that when retention of compensation for such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub11a2-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii2(T)(2)(iv). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file with the Securities and Exchange Commission (“SEC”d) all forms pursuant to Sections 13(d), 13(f) and 13(g) of the Exchange Act, with respect to its duties as are set forth herein. F. The Sub-Adviser shall reasonably cooperate with Manager and/or not be obligated to pay any expenses of or for the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to Fund not expressly assumed by the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect pursuant to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actionsthis Section 1. H. Sub-Adviser, in connection with its rights and duties with respect to the Funds and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.

Appears in 1 contract

Samples: Sub Adviser Agreement (Pimco Advisors Funds)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub(a) Subject always to the control of the Trustees of Allmerica Investment Trust (the "Trust"), a Massachusetts business trust, the Sub-adviser Adviser, at its expense, will furnish continuously an investment program for the following series of shares of the Trust: the Select Strategic Income Fund (the "Fund") and such other series of shares as the Trust, the Manager and the Sub-Adviser may from time to each Fundtime agree on (together, the "Funds"). The Sub-Adviser will coordinate the make investment and reinvestment of the assets decisions on behalf of the Fund and determine place all orders for the composition purchase and sale of portfolio securities. In the performance of its duties, the Sub-Adviser will comply with the provisions of the assets Agreement and Declaration of Trust and Bylaws of the Trust and the objectives and policies of the Fund, as set forth in accordance with the terms of this Agreement, the Fund’s Prospectus and the Fund’s current Registration Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and SAI. Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file Trust filed with the Securities and Exchange Commission ("SEC”) all forms pursuant to Sections 13(d), 13(f") and 13(g) any applicable federal and state laws, and will comply with other policies which the Trustees of the Exchange ActTrust (the "Trustees") or the Manager, with respect as the case may be, may from time to its duties as time determine and which are set forth herein. F. furnished to the Sub-Adviser in writing. The Sub-Adviser shall reasonably cooperate make its officers and employees available to the Manager from time to time at reasonable times to review investment policies of the Fund and to consult with the Manager and/or regarding the investment affairs of the Fund. In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust in responding any way or otherwise be deemed to any regulatory or compliance examinations or inspections (including any information requests) relating to be an agent of the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. (b) The Sub-Adviser, at its expense, will furnish (i) all investment and management facilities, including salaries of personnel necessary for it to perform the duties set forth in this Agreement, and (ii) administrative facilities, including clerical personnel and equipment necessary for the conduct of its investment activities for the Fund (excluding brokerage expenses and pricing and bookkeeping services). (c) The Sub-Adviser shall place all orders for the purchase and sale of portfolio investments for the Fund with issuers, brokers or dealers selected by the Sub-Adviser which may include brokers or dealers affiliated with the Sub-Adviser. In the selection of such brokers or dealers and the placing of such orders, the Sub-Adviser always shall seek best execution (except to the extent permitted by the next sentence hereof), which is to place portfolio transactions where the Fund can obtain the most favorable combination of price and execution services in particular transactions or provided on a continuing basis by a broker or dealer, and to deal directly with a principal market maker in connection with over-the-counter transactions, except when it is believed that best execution is obtainable elsewhere. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its rights having caused the Trust to pay a broker or dealer that provides brokerage and duties research services an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser 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 broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser and its affiliates with respect to the Funds Trust and to other clients of the Trust Sub-Adviser as to which Sub-Adviser or any affiliate of the Sub-Adviser exercises investment discretion. (d) The Sub-Adviser may from time to time delegate to SIMNA Ltd. any or all of the responsibilities of the Sub-Adviser hereunder; provided, however, that the Sub-Adviser shall use be liable under this Agreement for any acts or omissions of SIMNA Ltd. to the caresame extent as if such acts or omissions were committed by the Sub-Adviser itself. (e) In addition to being registered as an investment adviser in the United States, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use SIMNA Ltd. is regulated in the conduct of an enterprise of its investment business in the United Kingdom by the Investment Management Regulatory Organization Limited ("IMRO"). The Sub-Adviser and SIMNA Ltd. confirm that the Trust is a like character and with like aimsNon-private Customer as defined by IMRO.

Appears in 1 contract

Samples: Sub Adviser Agreement (Allmerica Investment Trust)

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST. A. As sub-adviser to each Fund, Sub-Adviser will coordinate the investment and reinvestment of the assets of the Fund and determine the composition of the assets of the Fund, in accordance with the terms of this Agreement, the Fund’s Prospectus and the Fund’s Statement of Additional Information (the “SAI”) (as each they may be updated or amended, from time to time) and subject to the direction, supervision and control of Manager and the Trustees. Prior to the commencement of Sub-Adviser’s services hereunder, Manager shall provide Sub-Adviser with current copies of each Fund’s Prospectus and Statement of Additional Information (“SAI”). Manager undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to each Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser. B. Sub-Adviser may place orders for the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to Sub-Adviser (the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund)Adviser. In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for a Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for a Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. Manager understands and agrees that when such aggregation does occur the actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the Investment Company Act) of Sub-Adviser or Manager without the prior approval of Manager. Manager shall provide Sub-Adviser with a list of brokers or dealers that are affiliated persons of Manager. C. Manager understands and agrees and has advised the Trustees Trust’s Board of Trustees, that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by Sub-Adviser for a Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for a Fund at the same or similar times. D. Sub-Adviser will provide Manager with copies of Sub-Adviser’s current policies and procedures that relate to Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the Investment Company Act to adopt any such policy or procedure, Manager will submit such policy or procedure to the Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Trustees may recommend. Sub-Adviser’s Chief Compliance Officer shall provide to Manager’s Chief Compliance Officer or his or her delegate the following: (i) a report of any material changes to Sub-Adviser’s policies and procedures described in Section 3(D) above on a quarterly basis; (ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the Investment Company Act, that have occurred in connection with Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the foregoing sub-paragraphs (i) through (iii). E. . E Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the Advisers Act and the rules thereunder and shall file with the Securities and Exchange Commission (“SEC”) all forms pursuant to Sections Section 13(d), 13(f) and 13(g) of the Exchange Act, with respect to its duties as are set forth herein. F. Sub-Adviser shall reasonably cooperate with Manager and/or the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Trust, a Fund or Manager brought by any governmental or regulatory authorities. G. Sub-Adviser will, unless and until otherwise directed by Manager, exercise all rights of security holders with respect to securities held by each Fund, provided that Sub-Adviser will not be responsible for any other corporate actions relating to the securities in which assets of the Fund’s investment portfolio are invested, including administrative filings, such as proofs or claims in class actions. H. Sub-Adviser, in connection with its rights and duties with respect to the Funds and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.

Appears in 1 contract

Samples: Sub Advisory Agreement (Hennessy SPARX Funds Trust)

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