Sub-Adviser Duties. Subject to the supervision of the Board of Directors (the “Board”) and the Adviser, the Sub-Adviser will provide a continuous investment program for the Portfolio and determine, in its discretion and subject to Section 3 of this Agreement, the composition of the assets of the Portfolio, including the determination of the purchase, retention, or sale of the securities, cash, and other investments for the Portfolio. Subject to Section 3 of this Agreement, the Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sale, and reinvestment of the Portfolio’s assets by determining (a) the securities and other investments that shall be purchased, entered into, sold, closed, and/or exchanged for the Portfolio; (b) when these transactions should be executed, and (c) what portion of the assets of the Portfolio should be held in various securities and other investments in which the Fund is permitted to invest. In accordance with the terms of this Agreement, the Sub-Adviser is authorized, in its sole discretion, to buy, sell, and otherwise trade in any of the types of securities and investment instruments in accordance with the investment objectives and policies disclosed in the Company’s Registration Statement for the Fund as filed with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, as from time to time amended (“Registration Statement”). The Sub-Adviser will provide the services under this Agreement in accordance with the Company’s Articles of Incorporation, By-Laws, and the Fund’s investment objective(s), policies and procedures and restrictions as stated in the Registration Statement. The Adviser shall provide the Sub-Adviser with copies of the Company’s Articles of Incorporation, By-Laws and any amendment to the Registration Statement promptly following its filing with the SEC as well as any sticker supplements to the Fund’s prospectus or statement of additional information relevant to the Sub-Adviser or its management of the Fund. Sub-Adviser’s services under this Agreement may also be subject to any other investment parameters for the Fund (including portfolio risk limits) that are mutually agreed to in writing by the Adviser and the Sub-Adviser. The Sub-Adviser further agrees as follows:

Appears in 11 contracts

Samples: Investment Sub Advisory Agreement (Calvert Management Series), Investment Sub Advisory Agreement (Calvert Management Series), Sub Advisory Agreement (Calvert Variable Products, Inc.)

Sub-Adviser Duties. Subject to the supervision of the Board of Directors (the “Board”) and the Adviser, the Sub-Adviser will provide a continuous investment program for the Portfolio and determine, in its ~~discretion and subject to Section 3 of this Agreement~~discretion, the composition of the assets of the Portfolio, including the determination of the purchase, retention, or sale of the securities, cash, and other investments for the Portfolio. ~~Subject to Section 3 of this Agreement, the~~ The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sale, and reinvestment of the Portfolio’s assets by determining (a) the securities and other investments that shall be purchased, entered into, sold, closed, and/or exchanged for the Portfolio; (b) when these transactions should be executed, and (c) what portion of the assets of the Portfolio should be held in various securities and other investments in which the Fund is permitted to invest. In accordance with the terms of this Agreement, the Sub-Adviser is authorized, in its sole discretion, to buy, sell, and otherwise trade in any of the types of securities and investment instruments in accordance with the investment objectives and policies disclosed in the Company’s Registration Statement for the Fund as filed with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, as from time to time amended (“Registration Statement”). The Sub-Adviser will provide the services under this Agreement in accordance with the Company’s Articles of Incorporation, By-Laws, and the Fund’s investment objective(s), policies and procedures and restrictions as stated in the Registration Statement. The Adviser shall provide the Sub-Adviser with copies of the Company’s Articles of Incorporation, By-~~Laws~~ Laws, and any amendment to the Registration Statement promptly following its filing with the SEC as well as any sticker supplements to the Fund’s prospectus or statement of additional information relevant to the Sub-Adviser or its management of the Fund. Sub-Adviser’s services under this Agreement may also be subject to any other investment parameters for the Fund (including portfolio risk limits) that are mutually agreed to in writing by the Adviser and the Sub-Adviser. The Sub-Adviser further agrees as follows:

Appears in 8 contracts

Samples: Investment Sub Advisory Agreement (Calvert Variable Products, Inc.), Investment Sub Advisory Agreement (Calvert Variable Products, Inc.), Investment Sub Advisory Agreement (Calvert Variable Products, Inc.)

Sub-Adviser Duties. Subject to the supervision of the Board of Directors (the “Board”) and the Adviser, the Sub-Adviser will provide a continuous investment program for the Portfolio and determine, in its ~~discretion and subject to Section 3 of this Agreement~~discretion, the composition of the assets of the Portfolio, including the determination of the purchase, retention, or sale of the securities, cash, and other investments for the Portfolio. ~~Subject to Section 3 of this Agreement, the~~ The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sale, and reinvestment of the Portfolio’s assets by determining (a) the securities and other investments that shall be purchased, entered into, sold, closed, and/or exchanged for the Portfolio; (b) when these transactions should be executed, and (c) what portion of the assets of the Portfolio should be held in various securities and other investments in which the Fund is permitted to invest. In accordance with the terms of this Agreement, the Sub-Adviser is authorized, in its sole discretion, to buy, sell, and otherwise trade in any of the types of securities and investment instruments in accordance with the investment objectives and policies disclosed in the Company’s Registration Statement for the Fund as filed with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, as from time to time amended (“Registration Statement”). The Sub-Adviser will provide the services under this Agreement in accordance with the Company’s Articles of Incorporation, By-Laws, and the Fund’s investment objective(s), policies and procedures and restrictions as stated in the Registration Statement. The Adviser shall provide the ~~Sub-~~Sub- Adviser with copies of the Company’s Articles of Incorporation, By-~~Laws~~ Laws, and any amendment to the Registration Statement promptly following its filing with the SEC as well as any sticker supplements to the Fund’s prospectus or statement of additional information relevant to the Sub-Adviser or its management of the Fund. Sub-Adviser’s services under this Agreement may also be subject to any other investment parameters for the Fund (including portfolio risk limits) that are mutually agreed to in writing by the Adviser and the Sub-Adviser. The Sub-Adviser further agrees as follows:

Appears in 8 contracts

Sub-Adviser Duties. Subject to the supervision of the Board ~~of Directors (the “Board”)~~ and the Adviser, the Sub-Adviser will provide a continuous investment program for the Portfolio and determine, in its ~~discretion and subject to Section 3 of this Agreement~~discretion, the composition of the assets of the Portfolio, including the determination of the purchase, retention, or sale of the securities, cash, and other investments for the Portfolio. ~~Subject to Section 3 of this Agreement, the~~ The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sale, and reinvestment of the Portfolio’s assets by determining (a) the securities and other investments that shall be purchased, entered into, sold, closed, and/or exchanged for the Portfolio; (b) when these transactions should be executed, and (c) what portion of the assets of the Portfolio should be held in various securities and other investments in which the Fund is permitted to invest. ~~In accordance with the terms of this Agreement, the~~ The Sub-Adviser is authorized, in its sole ~~discretion~~discretion and without prior consultation with the Adviser or the Trust, to buy, sell, and otherwise trade in any of the types of securities and investment instruments permitted by the Fund’s Registration Statement. The Sub-Adviser will provide the services under this Agreement in accordance with the Trust’s Declaration of Trust, By-Laws, and the Fund’s investment ~~objectives~~ objective(s), policies and ~~policies disclosed~~ procedures and restrictions as stated in the ~~Company~~Trust’s Registration Statement for the Fund as filed with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, as from time to time amended (“Registration Statement”). The Sub-Adviser will provide the services under this Agreement in accordance with the Company’s Articles of Incorporation, By-Laws, and the Fund’s investment objective(s), policies and procedures and restrictions as stated in the Registration Statement. The Adviser shall promptly provide the Sub-Adviser with copies of any amendment to the ~~Company’s Articles~~ Registration Statement prior to the commencement of ~~Incorporation, By~~this Agreement and shall provide the Sub-~~Laws and~~ Adviser with any other amendment to the Registration Statement promptly following its filing with the SEC as well as any sticker supplements to the Fund’s prospectus or statement of additional information relevant to the Sub-Adviser or its management of the Fund. Sub-Adviser’s services under this Agreement ~~may~~ also will be ~~subject to~~ provided in accordance with any ~~other~~ investment parameters for the Fund (including portfolio risk limits) that are mutually agreed to in writing by the Adviser and the Sub-Adviser. The Sub-Adviser further agrees as follows:

Appears in 5 contracts

Samples: Sub Advisory Agreement (Eaton Vance Growth Trust), Investment Sub Advisory Agreement (Eaton Vance Growth Trust), Investment Sub Advisory Agreement (Eaton Vance Growth Trust)

Sub-Adviser Duties. Subject to the supervision of the Board of Directors (the “Board”) and the Adviser, the Sub-Adviser will provide a continuous investment program for the Portfolio and determine, in its ~~discretion and subject to Section 3 of this Agreement~~discretion, the composition of the assets of the Portfolio, including the determination of the purchase, retention, or sale of the securities, cash, and other investments for the Portfolio. ~~Subject to Section 3 of this Agreement, the~~ The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sale, and reinvestment of the Portfolio’s assets by determining (a) the securities and other investments that shall be purchased, entered into, sold, closed, and/or exchanged for the Portfolio; (b) when these transactions should be executed, and (c) what portion of the assets of the Portfolio should be held in various securities and other investments in which the Fund is permitted to invest. In accordance with the terms of this Agreement, the Sub-Adviser is authorized, in its sole discretion, to buy, sell, and otherwise trade in any of the types of securities and investment instruments in accordance with the investment objectives and policies disclosed in the Company’s Registration Statement for the Fund as filed with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, as from time to time amended (“Registration Statement”). The Sub-Adviser will provide the services under this Agreement in accordance with the Company’s Articles of Incorporation, By-Laws, and the Fund’s investment objective(s), policies and procedures and restrictions as stated in the Company’s Registration Statement. The Adviser shall provide the Sub-Adviser with copies of the Company’s Articles of Incorporation, By-~~Laws~~ Laws, and any amendment to the Registration Statement promptly following its filing with the SEC as well as any sticker supplements to the Fund’s prospectus or statement of additional information relevant to the Sub-Adviser or its management of the Fund. Sub-Adviser’s services under this Agreement may also be subject to any other investment parameters for the Fund (including portfolio risk limits) that are mutually agreed to in writing by the Adviser and the Sub-Adviser. The Sub-Adviser further agrees as follows:

Appears in 3 contracts

Sub-Adviser Duties. Subject to the supervision of the Board of Directors (~~the~~ “Board”) and the Adviser, the Sub-Adviser will provide a continuous investment program for the Portfolio and determine, in its discretion and subject to Section 3 of this Agreement, the composition of the assets of the Portfolio, including the determination of the purchase, retention, or sale of the securities, cash, and other investments for the Portfolio. Subject to Section 3 of this Agreement, the Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sale, and reinvestment of the Portfolio’s assets by determining (a) the securities and other investments that shall be purchased, entered into, sold, closed, and/or exchanged for the Portfolio; (b) when these transactions should be executed, and (c) what portion of the assets of the Portfolio should be held in various securities and other investments in which the Fund is permitted to invest. In accordance with the terms of this Agreement, the Sub-Adviser is authorized, in its sole discretion, to buy, sell, and otherwise trade in any of the types of securities and investment instruments in accordance with the investment objectives and policies disclosed in the Company’s Registration Statement for the Fund as filed with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, as from time to time amended (“Registration Statement”). The Sub-Adviser will provide the services under this Agreement in accordance with the Company’s Articles of Incorporation, By-Laws, and the Fund’s investment objective(s), policies and procedures and restrictions as stated in the Company’s Registration Statement. The Adviser shall provide the Sub-Adviser with copies of the Company’s Articles of Incorporation, By-~~Laws~~ Laws, and any amendment to the Registration Statement promptly following its filing with the SEC as well as any sticker supplements to the Fund’s prospectus or statement of additional information relevant to the Sub-Adviser or its management of the Fund. Sub-Adviser’s services under this Agreement may also be subject to any other investment parameters for the Fund (including portfolio risk limits) that are mutually agreed to in writing by the Adviser and the Sub-Adviser. The Sub-Adviser further agrees as follows:

Appears in 3 contracts

Samples: Investment Sub Advisory Agreement (Calvert World Values Fund Inc), Investment Sub Advisory Agreement (Calvert World Values Fund Inc), Investment Sub Advisory Agreement (Calvert World Values Fund Inc)

Sub-Adviser Duties. Subject to the supervision of the Board ~~of Directors (the “Board”)~~ and the Adviser, the ~~Sub-~~Sub- Adviser will provide a continuous investment program for the Portfolio and determine, in its ~~discretion and subject to Section 3 of this Agreement~~discretion, the composition of the assets of the Portfolio, including the determination of the purchase, retention, or sale of the securities, cash, and other investments for the Portfolio. ~~Subject to Section 3 of this Agreement, the Sub-~~The Sub- Adviser will provide investment research and conduct a continuous program of evaluation, investment, sale, and reinvestment of the Portfolio’s 's assets by determining (a) the securities and other investments that shall be purchased, entered into, sold, closed, and/or exchanged for the Portfolio; (b) when these transactions should be executed, and (c) what portion of the assets of the Portfolio should be held in various securities and other investments in which the ~~Fund~~ Portfolio is permitted to invest. ~~In accordance with the terms of this Agreement, the~~ The Sub-Adviser is authorized, in its sole ~~discretion~~discretion and without prior consultation with the Adviser or the Portfolio, to buy, sell, and otherwise trade in any of the types of securities and investment instruments permitted by the Portfolio's Registration Statement. The Sub-Adviser may use the portfolio management, research and other resources of advisory affiliates through participating affiliate arrangements in ~~accordance with~~ rendering investment advisory services to the ~~investment objectives and policies disclosed in~~ Portfolio. Under such circumstances, the ~~Company’s Registration Statement~~ Sub-Adviser shall be fully accountable to the Fund and/or the Adviser for the ~~Fund as filed with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act~~ actions of ~~1933, as amended (“1933 Act”), and the 1940 Act, as from time to time amended (“Registration Statement”)~~such affiliates. The Sub-Adviser will provide the services under this Agreement in accordance with the ~~Company’s Articles~~ Portfolio's Declaration of ~~Incorporation~~Trust, By-Laws, and ~~the Fund’s~~ investment objective(s), policies and procedures and restrictions as stated in the Portfolio's Registration Statement as filed with the SEC under the 1940 Act, as from time to time amended ("Registration Statement"). The Adviser shall promptly provide the Sub-Adviser with copies of ~~the Company’s Articles of Incorporation, By-Laws and~~ any amendment to the Registration Statement ~~promptly following its filing~~ prior to the commencement of this Agreement and shall provide the Sub-Adviser with drafts of any other amendment to the ~~SEC~~ Registration Statement as well as any sticker supplements to the ~~Fund’s~~ Portfolio's prospectus or statement of additional information relevant to the Sub-Adviser or its management of the ~~Fund~~Portfolio. The Sub-Adviser shall review and provide comments on such drafts on a timely basis. Sub-Adviser’s 's services under this Agreement ~~may~~ also will be ~~subject to~~ provided in accordance with any ~~other~~ internal guidelines or investment parameters for the ~~Fund~~ Portfolio (including portfolio risk limits) that are mutually agreed to in writing from time to time by the Adviser and the Sub-Adviser. The Sub-Adviser further agrees as follows:: a. The Sub-Adviser shall perform its duties hereunder in accordance with (i) the 1940 Act and all rules and regulations thereunder, (ii) all other applicable federal and state laws and regulations, (iii) any procedures adopted by the Board and deemed applicable by the Adviser to the Portfolio (provided that the Sub-Adviser has been or will be provided by the Adviser with a copy of any current or future procedures and has been provided with a reasonable period of time to understand and adapt to such procedures) ("Fund Procedures"), (iv) the provisions of the Portfolio's Registration Statement (as described above), and (v) the Sub-Adviser's operating policies and procedures provided to the Adviser. The Sub- Adviser shall exercise reasonable care in the performance of its duties under the Agreement. With respect to (iii) above, by executing this Agreement, the Sub-Adviser acknowledges that it has received from the Adviser written copies of the current Fund Procedures and has had a reasonable period of time to understand and adapt to such Procedures. b. The Sub-Adviser will manage the Portfolio so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended ("Code"). c. The Sub-Adviser shall exercise voting authority with respect to proxies that the Portfolio is entitled to vote with regard to securities in the Portfolio's portfolio, provided that such authority may be revoked in whole or in part by the Adviser at any time upon written notice to the Sub- Adviser and provided further that the exercise of such authority shall be in accordance with the relevant Fund Procedures. As provided in the Fund Procedures, the Sub-Adviser shall exercise its proxy voting authority hereunder in accordance with such proxy voting policies and procedures of the Sub-Adviser as are approved by the Adviser and the Board. The Sub-Adviser shall provide such information relating to its exercise of proxy voting authority hereunder (including the manner in which it has voted proxies and its resolution of conflicts of interest) as reasonably requested by the Adviser from time to time. The Sub-Adviser shall provide the proxy voting history for the Portfolio to the Adviser or any third party agent designated by the Adviser in a timely manner for inclusion in the Portfolio's requisite Form N-PX. d. The Sub-Adviser will provide reasonable assistance to the Portfolio's custodian ("Custodian") and the Adviser in their determining or confirming, consistent with the relevant Fund Procedures and as stated in the Registration Statement, the value of any portfolio securities or other assets of the Portfolio for which the Custodian or the Adviser seeks assistance from, or identifies for review by, the Sub-Adviser and otherwise perform such duties as sub-adviser for the Portfolio as are specifically described in such Fund Procedures. The parties acknowledge that the Sub-Adviser (i) is not a custodian of the Portfolio's assets and will not take possession or custody of such assets and (ii) is not engaged to provide the official books and records of the Portfolio. The Adviser acknowledges and agrees that (i) the Sub- Adviser shall not be deemed to be the pricing or valuation agent for the Fund, and (ii) the Sub- Adviser is not obligated to provide pricing information to satisfy any regulatory requirements to which the Fund may be subject (e.g., FAS 157). e. Following the end of each of the Portfolio's fiscal periods, the Sub-Adviser will provide reasonable assistance to the Adviser in its preparation of any reports required by applicable rules and regulations, such as Form N-CSR, Form N-SAR and Form N-Q, as well as any discussion of the Portfolio's performance required by applicable law. The Sub-Adviser will also provide periodic commentaries regarding the performance of the Portfolio as reasonably requested by the Adviser, which shall be subject to review and editing by the Adviser and further subject to the terms of Section 7 hereof. The Sub-Adviser also will provide to the Portfolio any certifications relating to the content of any such report, discussion or commentary as required by relevant Fund Procedures or as is otherwise reasonably requested by the Portfolio. f. The Sub-Adviser will complete and deliver to the Adviser for each quarter by the 10th calendar day of the following quarter (i) a written compliance checklist in a form agreed to in advance by the Adviser and Sub-Adviser, (ii) a written investment oversight questionnaire in a form agreed to in advance by the Adviser and Sub- Adviser, (iii) a risk management and related analytic report in a format agreed to in advance by the Adviser and Sub-Adviser, and (iv) such other reports as may be reasonably requested by the Adviser. g. The Sub-Adviser will make available to the Portfolio and the Adviser, promptly upon request, any of the investment records and ledgers for the Portfolio maintained by the Sub- Adviser (which shall not include the records and ledgers maintained by the Custodian, portfolio accounting agent or other service providers for the Portfolio) as are necessary to assist the Portfolio and the Adviser in complying with requirements of the 1940 Act and the Investment Advisers Act of 1940, as amended ("Advisers Act"), and the rules under each, as well as other applicable securities laws. The Sub-Adviser will furnish to regulatory authorities, having the requisite authority over the Portfolio, any information or reports in connection with the Sub-Adviser's services to the Portfolio and the Adviser that may be requested in order to ascertain whether the operations of the Portfolio are being conducted in a manner consistent with applicable laws and regulations. h. The Sub-Adviser will provide periodic reports to the Board (for consideration at meetings of the Board) on the investment program for the Portfolio and the investments in the Portfolio in a format agreed to in advance by the Adviser and Sub-Adviser and such other special reports as the Board or the Adviser may reasonably request, provided the format of such special reports is agreed to in advance by the Adviser and Sub- Adviser. i. The Sub-Adviser will maintain a fidelity bond, as well as insurance for its directors and officers and errors and omissions, in an adequate amount based on the Sub-Adviser's assets under management and the scope of its business. j. The Sub-Adviser shall not consult with any other sub-adviser of the Portfolio or Fund, or the sub-adviser to any other investment company (or separate series of an investment company) managed by the Adviser concerning the Portfolio or Fund's transactions in securities or other assets, except for purposes of complying with applicable law or regulation. The Adviser shall not be required to provide the Sub-Adviser with Portfolio or Fund sales data. k. Nothing in this Sub-Advisory Agreement shall prevent the Sub-Adviser from acting as investment adviser for any other person, firm, corporation or other entity and shall not in any way restrict the Sub-Adviser or any of its stockholders, directors, officers, employees or its affiliates from buying, selling or trading any securities for its or their own account or for the account of others from whom it or they may be acting; provided that such activities do not adversely affect the performance by any party of its duties under this Sub-Advisory Agreement. 3. Broker-Dealer Selection and Portfolio Transaction Information. The Sub-Adviser is authorized to place all orders for the purchase or sale of portfolio securities and investment instruments permitted by the Portfolio's Registration Statement for the Portfolio either directly with the issuer or with brokers or dealers selected by the Sub-Adviser. To that end, the Sub-Adviser is authorized as the agent of the Portfolio to give instructions to the Custodian as to deliveries of securities and investment instruments and payments of cash for the account of the Portfolio. In connection with the selection of such brokers or dealers and the placing of orders for the Portfolio, the Sub-Adviser shall follow the relevant Fund Procedures, including the Policies and Procedures Relating to Fund Brokerage Allocation and

Appears in 2 contracts

Samples: Sub Advisory Agreement (Greater India Portfolio), Sub Advisory Agreement (Greater India Portfolio)

Sub-Adviser Duties. Subject to the supervision of the Board ~~of Directors (the “Board”)~~ and the Adviser, the ~~Sub-~~Sub- Adviser will provide a continuous investment program for the ~~Portfolio~~ Fund and determine, in its ~~discretion and subject to Section 3 of this Agreement~~discretion, the composition of the assets of the ~~Portfolio~~Fund, including the determination of the purchase, retention, or sale of the securities, cash, and other investments for the ~~Portfolio~~Fund. ~~Subject to Section 3 of this Agreement, the~~ The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sale, and reinvestment of the ~~Portfolio’s~~ Fund's assets by determining (a) the securities and other investments that shall be purchased, entered into, sold, closed, and/or exchanged for the ~~Portfolio~~Fund; (b) when these transactions should be executed, and (c) what portion of the assets of the ~~Portfolio~~ Fund should be held in various securities and other investments in which the Fund is permitted to invest. ~~In accordance with the terms of this Agreement, the Sub-~~The Sub- Adviser is authorized, in its sole ~~discretion~~discretion and without prior consultation with the Adviser or the Trust, to buy, sell, and otherwise trade in any of the types of securities and investment instruments permitted by the Fund's Registration Statement. The Sub-Adviser may use the portfolio management, research and other resources of advisory affiliates through participating affiliate arrangements in ~~accordance with~~ rendering investment advisory services to the ~~investment objectives and policies disclosed in~~ Fund. Under such circumstances, the ~~Company’s Registration Statement~~ Sub-Adviser shall be fully accountable to the Fund and/or the Adviser for the ~~Fund as filed with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act~~ actions of ~~1933, as amended (“1933 Act”), and the 1940 Act, as from time to time amended (“Registration Statement”)~~such affiliates. The Sub-Adviser will provide the services under this Agreement in accordance with the ~~Company’s Articles~~ Trust's Declaration of ~~Incorporation~~Trust, By-Laws, and ~~the Fund’s~~ investment objective(s), policies and procedures and restrictions as stated in the Trust's Registration Statement as filed with the SEC under the 1940 Act, as from time to time amended ("Registration Statement"). The Adviser shall promptly provide the Sub-Adviser with copies of ~~the Company’s Articles of Incorporation, By-Laws and~~ any amendment to the Registration Statement ~~promptly following its filing~~ prior to the commencement of this Agreement and shall provide the Sub-Adviser with drafts of any other amendment to the ~~SEC~~ Registration Statement as well as any sticker supplements to the Fund’s 's prospectus or statement of additional information relevant to the Sub-Adviser or its management of the Fund. The Sub-Adviser shall review and provide comments on such drafts on a timely basis. Sub-Adviser’s 's services under this Agreement ~~may~~ also will be ~~subject to~~ provided in accordance with any ~~other~~ internal guidelines or investment parameters for the Fund (including portfolio risk limits) that are mutually agreed to in writing from time to time by the Adviser and the Sub-Adviser. The Sub-Adviser further agrees as follows:: a. The Sub-Adviser shall perform its duties hereunder in accordance with (i) the 1940 Act and all rules and regulations thereunder, (ii) all other applicable federal and state laws and regulations, (iii) any procedures adopted by the Board and deemed applicable by the Adviser to the Fund (provided that the Sub-Adviser has been or will be provided by the Adviser with a copy of any current or future procedures and has been provided with a reasonable period of time to understand and adapt to such procedures) ("Fund Procedures"), (iv) the provisions of the Fund's Registration Statement (as described above), and (v) the Sub-Adviser's operating policies and procedures provided to the Adviser. The Sub-Adviser shall exercise reasonable care in the performance of its duties under the Agreement. With respect to (iii) above, by executing this Agreement, the Sub-Adviser acknowledges that it has received from the Adviser written copies of the current Fund Procedures and has had a reasonable period of time to understand and adapt to such Procedures. b. The Sub-Adviser will manage the Fund so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended ("Code"). c. The Sub-Adviser shall exercise voting authority with respect to proxies that the Fund is entitled to vote with regard to securities in the Fund's portfolio, provided that such authority may be revoked in whole or in part by the Adviser at any time upon written notice to the Sub-Adviser and provided further that the exercise of such authority shall be in accordance with the relevant Fund Procedures. As provided in the Fund Procedures, the Sub-Adviser shall exercise its proxy voting authority hereunder in accordance with such proxy voting policies and procedures of the Sub-Adviser as are approved by the Adviser and the Board. The Sub-Adviser shall provide such information relating to its exercise of proxy voting authority hereunder (including the manner in which it has voted proxies and its resolution of conflicts of interest) as reasonably requested by the Adviser from time to time. The Sub-Adviser shall provide the proxy voting history for the Fund to the Adviser or any third party agent designated by the Adviser in a timely manner for inclusion in the Fund's requisite Form N-PX. d. The Sub-Adviser will provide reasonable assistance to the Fund's custodian ("Custodian") and the Adviser in their determining or confirming, consistent with the relevant Fund Procedures and as stated in the Registration Statement, the value of any portfolio securities or other assets of the Fund for which the Custodian or the Adviser seeks assistance from, or identifies for review by, the Sub-Adviser and otherwise perform such duties as sub-adviser for the Fund as are specifically described in such Fund Procedures. The parties acknowledge that the Sub-Adviser (i) is not a custodian of the Trust's assets and will not take possession or custody of such assets and (ii) is not engaged to provide the official books and records of the Fund. The Adviser acknowledges and agrees that (i) the Sub-Adviser shall not be deemed to be the pricing or valuation agent for the Fund, and (ii) the Sub-Adviser is not obligated to provide pricing information to satisfy any regulatory requirements to which the Fund may be subject (e.g., FAS 157). e. Following the end of each of the Fund's fiscal periods, the Sub-Adviser will provide reasonable assistance to the Adviser in its preparation of any reports required by applicable rules and regulations, such as Form N-CSR, Form N-SAR and Form N-Q, as well as any discussion of the Fund's performance required by applicable law. The Sub-Adviser will also provide periodic commentaries regarding the performance of the Fund as reasonably requested by the Adviser, which shall be subject to review and editing by the Adviser and further subject to the terms of Section 7 hereof. The Sub-Adviser also will provide to the Trust any certifications relating to the content of any such report, discussion or commentary as required by relevant Fund Procedures or as is otherwise reasonably requested by the Trust. f. The Sub-Adviser will complete and deliver to the Adviser for each quarter by the 10th calendar day of the following quarter (i) a written compliance checklist in a form agreed to in advance by the Adviser and Sub-Adviser, (ii) a written investment oversight questionnaire in a form agreed to in advance by the Adviser and Sub- Adviser, (iii) a risk management and related analytic report in a format agreed to in advance by the Adviser and Sub-Adviser, and (iv) such other reports as may be reasonably requested by the Adviser. g. The Sub-Adviser will make available to the Trust and the Adviser, promptly upon request, any of the investment records and ledgers for the Fund maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the Custodian, portfolio accounting agent or other service providers for the Trust) as are necessary to assist the Trust and the Adviser in complying with requirements of the 1940 Act and the Investment Advisers Act of 1940, as amended ("Advisers Act"), and the rules under each, as well as other applicable securities laws. The Sub- Adviser will furnish to regulatory authorities, having the requisite authority over the Fund, any information or reports in connection with the Sub- Adviser's services to the Fund and the Adviser that may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations. h. The Sub-Adviser will provide periodic reports to the Board (for consideration at meetings of the Board) on the investment program for the Fund and the investments in the Fund in a format agreed to in advance by the Adviser and Sub-Adviser and such other special reports as the Board or the Adviser may reasonably request, provided the format of such special reports is agreed to in advance by the Adviser and Sub- Adviser. i. The Sub-Adviser will maintain a fidelity bond, as well as insurance for its directors and officers and errors and omissions, in an adequate amount based on the Sub-Adviser's assets under management and the scope of its business. j. The Sub-Adviser shall not consult with any other sub-adviser of the Fund or the Trust, or the sub-adviser to any other investment company (or separate series of an investment company) managed by the Adviser concerning the Fund or Trust's transactions in securities or other assets, except for purposes of complying with applicable law or regulation. The Adviser shall not be required to provide the Sub-adviser with Fund or Trust sales data. k. Nothing in this Sub-Advisory Agreement shall prevent the Sub-Adviser from acting as investment adviser for any other person, firm, corporation or other entity and shall not in any way restrict the Sub-Adviser or any of its stockholders, directors, officers, employees or its affiliates from buying, selling or trading any securities for its or their own account or for the account of others from whom it or they may be acting; provided that such activities do not adversely affect the performance by any party of its duties under this Sub-Advisory Agreement. 3. Broker-Dealer Selection and Portfolio Transaction Information. The Sub-Adviser is authorized to place all orders for the purchase or sale of portfolio securities and investment instruments permitted by the Fund's Registration Statement for the Fund either directly with the issuer or with brokers or dealers selected by the Sub-Adviser. To that end, the Sub-Adviser is authorized as the agent of the Fund to give instructions to the Custodian as to deliveries of securities and investment instruments and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of orders for the Fund, the Sub-Adviser shall follow the relevant Fund Procedures, including the Policies and Procedures Relating to Fund Brokerage Allocation and Use of Fund Commissions. The Sub-Adviser will report to the Trust's Board periodically on brokerage allocation, including with respect to use of Fund commissions to acquire research, indicating the broker-dealers to which such allocations have been made and the basis therefore as the Adviser or the Board reasonably requests. The Sub-Adviser will arrange for the transmission to the Custodian on a daily basis such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Fund, as may be reasonably necessary to enable the Custodian to perform its administrative and recordkeeping responsibilities with respect to the Trust. 4. Disclosure about Sub-Adviser. The Sub-Adviser has received and reviewed the most current amendment to the Registration Statement for the Trust that contains or incorporates disclosure about the Sub-Adviser (if any), and represents and warrants that the disclosure, with respect to the Sub-Adviser, its personnel, and the investment policies and strategies followed by the Sub-Adviser in managing the Fund and the risks relating thereto is accurate in all material respects. The Sub-Adviser further represents and warrants that it is a duly registered investment adviser under the Advisers Act and will maintain such registration so long as this Agreement remains in effect and also complies with any other relevant regulatory requirements to operate its business. The Adviser hereby acknowledges that it has received a copy of the Sub-Adviser's Form ADV (as filed with the SEC) prior to entering into this Agreement. 5.

Appears in 2 contracts

Samples: Sub Advisory Agreement (Eaton Vance Special Investment Trust), Sub Advisory Agreement (Eaton Vance Special Investment Trust)

Sub-Adviser Duties. Subject to the supervision of the Board ~~of Directors (the “Board”)~~ and the Adviser, the Sub-Adviser will provide a continuous investment program for the ~~Portfolio~~ Fund and determine, in its ~~discretion and subject to Section 3 of this Agreement~~discretion, the composition of the assets of the ~~Portfolio~~Fund, including the determination of the purchase, retention, or sale of the securities, cash, and other investments for the ~~Portfolio~~Fund. ~~Subject to Section 3 of this Agreement, the~~ The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sale, and reinvestment of the ~~Portfolio~~Fund’s assets by determining (a) the securities and other investments that shall be purchased, entered into, sold, closed, and/or exchanged for the ~~Portfolio~~Fund; (b) when these transactions should be executed, and (c) what portion of the assets of the ~~Portfolio~~ Fund should be held in various securities and other investments in which the Fund is permitted to invest. ~~In accordance with the terms of this Agreement, the~~ The Sub-Adviser is authorized, in its sole ~~discretion~~discretion and without prior consultation with the Adviser or the Trust, to buy, sell, and otherwise trade in any of the types of securities and investment instruments permitted by the Fund’s Registration Statement. The Sub-Adviser may use the portfolio management, research and other resources of advisory affiliates through participating affiliate arrangements in rendering investment advisory services to the Fund. Under such circumstances, the Sub-Adviser shall be fully accountable to the Fund and/or the Adviser for the actions of such affiliates. The Sub-Adviser will provide the services under this Agreement in accordance with the Trust’s Declaration of Trust, By-Laws, and investment ~~objectives~~ objective(s), policies and ~~policies disclosed~~ procedures and restrictions as stated in the ~~Company~~Trust’s Registration Statement ~~for the Fund~~ as filed with the ~~U.S. Securities and Exchange Commission (“SEC”)~~ SEC under ~~the Securities Act of 1933, as amended (“1933 Act”), and~~ the 1940 Act, as from time to time amended (“Registration Statement”). The Sub-Adviser will provide the services under this Agreement in accordance with the Company’s Articles of Incorporation, By-Laws, and the Fund’s investment objective(s), policies and procedures and restrictions as stated in the Registration Statement. The Adviser shall promptly provide the Sub-Adviser with copies of ~~the Company’s Articles of Incorporation, By-Laws and~~ any amendment to the Registration Statement ~~promptly following its filing~~ prior to the commencement of this Agreement and shall provide the Sub-Adviser with drafts of any other amendment to the ~~SEC~~ Registration Statement as well as any sticker supplements to the Fund’s prospectus or statement of additional information relevant to the Sub-Adviser or its management of the Fund. The Sub-Adviser shall review and provide comments on such drafts on a timely basis. Sub-Adviser’s services under this Agreement ~~may~~ also will be ~~subject to~~ provided in accordance with any ~~other~~ internal guidelines or investment parameters for the Fund (including portfolio risk limits) that are mutually agreed to in writing from time to time by the Adviser and the Sub-Adviser. The Sub-Adviser further agrees as follows:

Appears in 2 contracts

Samples: Sub Advisory Agreement (Eaton Vance Special Investment Trust), Eaton Vance Greater India Fund (Eaton Vance Special Investment Trust)

Sub-Adviser Duties. Subject to the supervision of the Board ~~of Directors (the “Board”)~~ and the Adviser, the Sub-Adviser will provide a continuous investment program for the Portfolio and determine, in its ~~discretion and subject to Section 3 of this Agreement~~discretion, the composition of the assets of the Portfolio, including the determination of the purchase, retention, or sale of the securities, cash, and other investments for the Portfolio. ~~Subject to Section 3 of this Agreement, the~~ The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sale, and reinvestment of the Portfolio’s assets by determining (a) the securities and other investments that shall be purchased, entered into, sold, closed, and/or exchanged for the Portfolio; (b) when these transactions should be executed, and (c) what portion of the assets of the Portfolio should be held in various securities and other investments in which the ~~Fund~~ Portfolio is permitted to invest. ~~In accordance with the terms of this Agreement, the~~ The Sub-Adviser is authorized, in its sole ~~discretion~~discretion and without prior consultation with the Adviser or the Portfolio, to buy, sell, and otherwise trade in any of the types of securities and investment instruments permitted by the Portfolio’s Registration Statement. The Sub-Adviser may use the portfolio management, research and other resources of advisory affiliates through participating affiliate arrangements in rendering investment advisory services to the Portfolio. Under such circumstances, the Sub-Adviser shall be fully accountable to the Fund and/or the Adviser for the actions of such affiliates. The Sub-Adviser will provide the services under this Agreement in accordance with the Portfolio’s Declaration of Trust, By-Laws, and investment ~~objectives~~ objective(s), policies and ~~policies disclosed~~ procedures and restrictions as stated in the ~~Company~~Portfolio’s Registration Statement ~~for the Fund~~ as filed with the ~~U.S. Securities and Exchange Commission (“SEC”)~~ SEC under ~~the Securities Act of 1933, as amended (“1933 Act”), and~~ the 1940 Act, as from time to time amended (“Registration Statement”). The Sub-Adviser will provide the services under this Agreement in accordance with the Company’s Articles of Incorporation, By-Laws, and the Fund’s investment objective(s), policies and procedures and restrictions as stated in the Registration Statement. The Adviser shall promptly provide the Sub-Adviser with copies of ~~the Company’s Articles of Incorporation, By-Laws and~~ any amendment to the Registration Statement ~~promptly following its filing~~ prior to the commencement of this Agreement and shall provide the Sub-Adviser with drafts of any other amendment to the ~~SEC~~ Registration Statement as well as any sticker supplements to the ~~Fund~~Portfolio’s prospectus or statement of additional information relevant to the Sub-Adviser or its management of the ~~Fund~~Portfolio. The Sub-Adviser shall review and provide comments on such drafts on a timely basis. Sub-Adviser’s services under this Agreement ~~may~~ also will be ~~subject to~~ provided in accordance with any ~~other~~ internal guidelines or investment parameters for the ~~Fund~~ Portfolio (including portfolio risk limits) that are mutually agreed to in writing from time to time by the Adviser and the Sub-Adviser. The Sub-Adviser further agrees as follows:

Appears in 2 contracts

Samples: Greater India Portfolio (Greater India Portfolio), Advisory Agreement (Greater India Portfolio)

Sub-Adviser Duties. ~~Subject~~ The Sub-Adviser shall, except as otherwise provided herein, render or make available all services needed for the management and operation of the Portfolios and the Funds, and shall, as part of its duties hereunder, (i) furnish advice and recommendations with respect to the ~~supervision~~ investment of the ~~Board~~ assets of ~~Directors (~~the ~~“Board”)~~ Portfolios and the ~~Adviser~~Funds and the purchase and sale of the portfolio securities of the Portfolios and the Funds, including the taking of such other steps as may be necessary to implement such advice and recommendations, (ii) furnish reports, statements and other data on securities, economic conditions and other pertinent subjects which the Adviser or the Trustees of the Trust ("Trustees") may request, (iii) furnish such office space and personnel as is needed by the Portfolios and the Funds in connection with the investment of the assets of the Portfolios and the Funds, and (iv) in general, superintend and manage the investments of the Portfolios and the Funds, subject to the ultimate supervision and direction of the Trustees of the Trust. Furthermore, the Sub-Adviser ~~will provide a continuous investment program for~~ agrees to manage, and to direct the acquisition and disposition of, Portfolio and determine, in its discretion and subject to Section 3 of this Agreement, the composition of the assets of the Portfolio, including the determination of the purchase, retention, or sale of the securities, cash, and other Fund investments for the Portfolio. Subject to Section 3 of this Agreement, the Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sale, and reinvestment of the Portfolio’s assets by determining (a) the securities and other investments that shall be purchased, entered into, sold, closed, and/or exchanged for the Portfolio; (b) when these transactions should be executed, and (c) what portion of the assets of the Portfolio should be held in various securities and other investments in which the Fund is permitted to invest. In accordance with the terms of this Agreement, the Sub-Adviser is authorized, in its sole discretion, to buy, sell, and otherwise trade in any of the types of securities and investment instruments in accordance with the investment objectives and policies disclosed in the Company’s Registration Statement for the Fund as filed with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (“1933 Act”), Portfolios' and the ~~1940 Act,~~ Funds' investment policies as communicated to the Sub- Adviser in writing from time to ~~time amended (“Registration Statement”)~~time. The Sub-Adviser will ~~provide~~ deliver to the ~~services under this Agreement in accordance with~~ Adviser not less than quarterly a written statement of the ~~Company’s Articles~~ investments of ~~Incorporation, By-Laws,~~ the Portfolios and the ~~Fund’s investment objective(s), policies and procedures and restrictions as stated in~~ Funds. It is agreed that the ~~Registration Statement. The Adviser shall provide~~ standard of care imposed upon the Sub-Adviser ~~with copies of the Company’s Articles of Incorporation, By-Laws and any amendment~~ is to ~~the Registration Statement promptly following its filing~~ act with the ~~SEC as well as any sticker supplements to~~ care, skill, prudence and diligence under the ~~Fund’s prospectus or statement~~ circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of ~~additional information relevant to the Sub-Adviser or its management~~ an enterprise of ~~the Fund~~like character and with like aims. ~~Sub-Adviser’s services under this Agreement may also be subject to any other investment parameters for the Fund (including portfolio risk limits)~~ It is further agreed that ~~are mutually agreed to in writing by the Adviser and~~ the Sub-Adviser, in the maintenance of its records, does not assume responsibility for the accuracy of information furnished by the Adviser. ~~The Sub-Adviser further agrees as follows~~In performing these duties, the Sub- Adviser:

Appears in 2 contracts

Samples: Investment Sub (Providian Series Trust), Investment Sub (Providian Series Trust)

Sub-Adviser Duties. Subject to the supervision of the Board of ~~Directors~~ Trustees (the “Board”) and the Adviser, the Sub-Adviser will provide a continuous investment program for the Portfolio and determine, in its discretion and subject to Section 3 of this Agreement, the composition of the assets of the Portfolio, including the determination of the purchase, retention, or sale of the securities, cash, and other investments for the Portfolio. Subject to Section 3 of this Agreement, the Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sale, and reinvestment of the Portfolio’s assets by determining (a) the securities and other investments that shall be purchased, entered into, sold, closed, and/or exchanged for the Portfolio; (b) when these transactions should be executed, and (c) what portion of the assets of the Portfolio should be held in various securities and other investments in which the Fund is permitted to invest. In accordance with the terms of this Agreement, the Sub-Adviser is authorized, in its sole discretion, to buy, sell, and otherwise trade in any of the types of securities and investment instruments in accordance with the investment objectives and policies disclosed in the ~~Company~~Trust’s Registration Statement for the Fund as filed with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, as from time to time amended (“Registration Statement”). The Sub-Adviser will provide the services under this Agreement in accordance with the ~~Company~~Trust’s ~~Articles~~ Declaration of ~~Incorporation~~Trust, By-Laws, and the Fund’s investment objective(s), policies and procedures and restrictions as stated in the Registration Statement. The Adviser shall provide the Sub-Adviser with copies of the ~~Company~~Trust’s ~~Articles~~ Declaration of ~~Incorporation~~Trust, By-Laws and any amendment to the Registration Statement promptly following its filing with the SEC as well as any sticker supplements to the Fund’s prospectus or statement of additional information relevant to the Sub-Adviser or its management of the Fund. Sub-Adviser’s services under this Agreement may also be subject to any other investment parameters for the Fund (including portfolio risk limits) that are mutually agreed to in writing by the Adviser and the Sub-Adviser. The Sub-Adviser further agrees as follows:

Appears in 2 contracts

Samples: Investment Sub Advisory Agreement (Calvert Social Investment Fund), Investment Sub Advisory Agreement (Calvert Social Investment Fund)

Sub-Adviser Duties. Subject to the supervision of the Board of Directors (the “Board”) and the Adviser, the Sub-Adviser will provide a continuous investment program for the Portfolio and determine, in its discretion and subject to Section 3 of this Agreement, the composition of the assets of the Portfolio, including the determination of the purchase, retention, or sale of the securities, cash, and other investments for the Portfolio. Subject to Section 3 of this Agreement, the Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sale, and reinvestment of the Portfolio’s assets by determining (a) the securities and other investments that shall be purchased, entered into, sold, closed, and/or exchanged for the Portfolio; (b) when these transactions should be executed, and (c) what portion of the assets of the Portfolio should be held in various securities and other investments in which the Fund is permitted to invest. In accordance with the terms of this Agreement, the Sub-Adviser is authorized, in its sole discretion, to buy, sell, and otherwise trade in any of the types of securities and investment instruments in accordance with the investment objectives and policies disclosed in the Company’s Registration Statement for the Fund as filed with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, as from time to time amended (“Registration Statement”). The Sub-Adviser will provide the services under this Agreement in accordance with the Company’s Articles of Incorporation, By-Laws, and the Fund’s investment objective(s), policies and procedures and restrictions as stated in the Registration Statement. The Adviser shall provide the Sub-Adviser with copies of the ~~Company~~Trust’s ~~Articles~~ Declaration of ~~Incorporation~~Trust, By-Laws and any amendment to the Registration Statement promptly following its filing with the SEC as well as any sticker supplements to the Fund’s prospectus or statement of additional information relevant to the Sub-Adviser or its management of the Fund. Sub-Adviser’s services under this Agreement may also be subject to any other investment parameters for the Fund (including portfolio risk limits) that are mutually agreed to in writing by the Adviser and the Sub-Adviser. The Sub-Adviser further agrees as follows:

Appears in 1 contract

Samples: Sub Advisory Agreement (Calvert World Values Fund Inc)

Sub-Adviser Duties. Subject to the supervision of the Board of Directors (the “"Board”") and the Adviser, the Sub-Adviser will provide a continuous investment program for the Portfolio and determine, in its discretion and subject to Section 3 of this Agreement, the composition of the assets of the Portfolio, including the determination of the purchase, retention, or sale of the securities, cash, and other investments for the Portfolio. Subject to Section 3 of this Agreement, the Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sale, and reinvestment of the Portfolio’s 's assets by determining (a) the securities and other investments that shall be purchased, entered into, sold, closed, and/or exchanged for the Portfolio; (b) when these transactions should be executed, and (c) what portion of the assets of the Portfolio should be held in various securities and other investments in which the Fund is permitted to invest. In accordance with the terms of this Agreement, the Sub-Adviser is authorized, in its sole discretion, to buy, sell, and otherwise trade in any of the types of securities and investment instruments in accordance with the investment objectives and policies disclosed in the Company’s 's Registration Statement for the Fund as filed with the U.S. Securities and Exchange Commission (“"SEC”") under the Securities Act of 1933, as amended (“"1933 Act”"), and the 1940 Act, as from time to time amended (“"Registration Statement”"). The Sub-Adviser will provide the services under this Agreement in accordance with the Company’s 's Articles of Incorporation, By-Laws, and the Fund’s 's investment objective(s), policies and procedures and restrictions as stated in the Registration Statement. The Adviser shall provide the Sub-Adviser with copies of the Company’s 's Articles of Incorporation, By-Laws and any amendment to the Registration Statement promptly following its filing with the SEC as well as any sticker supplements to the Fund’s 's prospectus or statement of additional information relevant to the Sub-Adviser or its management of the Fund. Sub-Adviser’s 's services under this Agreement may also be subject to any other investment parameters for the Fund (including portfolio risk limits) that are mutually agreed to in writing by the Adviser and the Sub-Adviser. The Sub-Adviser further agrees as follows:

Appears in 1 contract

Samples: Fund Investment Sub Advisory Agreement (Calvert World Values Fund Inc)

Sub-Adviser Duties. Subject to the supervision of the Trust's Board of ~~Directors~~ Trustees (the “"Board”") and the Adviser, the Sub-Adviser will provide a continuous investment program ~~for~~ relating to the ~~Portfolio and determine, in its discretion and subject to Section 3 of this Agreement, the composition of the assets of the Portfolio, including the determination of the purchase, retention,~~ Trust's purchase or sale of ~~the securities, cash, and other investments~~ options for the ~~Portfolio~~Trust's portfolio. Subject to ~~Section 3~~ approval of the Trust's Board and notice to the Sub-Adviser, the Adviser retains complete authority immediately to assume direct responsibility for any function delegated to the Sub-Adviser under this Agreement. Subject to the foregoing, the Sub-Adviser will provide options investment research and conduct a continuous program of options evaluation, investment, ~~sale~~sales, and reinvestment of the ~~Portfolio’s~~ Trust's assets by determining ~~(a)~~ the ~~securities and other investments~~ options strategy that the Trust shall pursue, including which options shall be purchased, entered into, sold, closed, ~~and/or~~ or exchanged for the ~~Portfolio; (b)~~ Trust, when these transactions should be executed, and ~~(c)~~ what portion of the assets of the Portfolio should be held in various securities and other investments in which the Fund is permitted to invest. In accordance with the terms of this Agreement, the Sub-Adviser is authorized, in its sole discretion, to buy, sell, and otherwise trade in any of the types of securities and investment instruments in accordance with the investment objectives and policies disclosed in the Company’s Registration Statement for the Fund as filed with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, as from time to time amended (“Registration Statement”)Trust shall have options written against them. The ~~Sub-~~Sub- Adviser will provide the services under this Agreement in accordance with the ~~Company’s Articles of Incorporation~~Trust's investment objective or objectives, ~~By-Laws~~policies, ~~and the Fund’s investment objective(s), policies and procedures~~ and restrictions as stated in the Trust's Registration Statement filed with the SEC, as amended (the "Registration Statement~~. The Adviser shall provide the Sub-Adviser with~~ "), copies of the Company’s Articles of Incorporation, By-Laws and any amendment to the Registration Statement promptly following its filing with the SEC as well as any sticker supplements to the Fund’s prospectus or statement of additional information relevant which shall be sent to the Sub-Adviser ~~or its management~~ by the Adviser prior to the commencement of this Agreement and promptly following any such amendment. The Adviser and the Sub-Adviser further agree as follows: a. Each of the ~~Fund.~~ Adviser and the Sub- Adviser will conform materially with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with materially any applicable procedures adopted by the Trust's Board of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement, of which the Sub-Adviser has received a copy and with the Sub-Adviser~~’s services under this Agreement may also be subject to any other investment parameters for~~ 's portfolio manager operating policies and procedures as are approved by the ~~Fund (including portfolio risk limits) that are mutually agreed to in writing by~~ Adviser. Each of the Adviser and the Sub-Adviser shall exercise reasonable care in the performance of its duties under the Agreement. b. In connection with any purchase and sale of securities for the Trust related to the implementation of the options strategy developed by the Sub-Adviser, the Sub-Adviser will arrange for the transmission to the custodian for the Trust (the "Custodian") on a daily basis such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify options to be purchased or sold on behalf of the Trust, as may be reasonably necessary to enable the Custodian to perform its administrative and recordkeeping responsibilities with respect to the Trust. With respect to options to be settled through the Trust's Custodian, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such options trades to the Trust's Custodian. c. The Sub-Adviser will assist the Custodian in determining or confirming, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, the value of any options or other assets of the Trust for which the Sub-Adviser is responsible and for which the Custodian seeks assistance from or identifies for review by the Sub-Adviser; provided that the Sub-Adviser shall be responsible for determining in good faith, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, the fair value of the Trust's portfolio of options for which the Sub- Adviser is responsible and shall obtain at its own expense pricing services for the Trust's portfolio of options from Interactive Data ("IDS"), Bloomberg, or another pricing service to be mutually agreed. The parties acknowledge that the Sub-Adviser is not a custodian of the Trust's assets and will not take possession or custody of such assets. d. Following the end of the Trust's semi-annual period and fiscal year, the Sub-Adviser will assist the Adviser in preparing a letter to shareholders containing a discussion of relevant investment factors in respect of both the prior quarter and the fiscal year to date. e. The Sub-Adviser will complete and deliver to the Adviser for each quarter by the 5th business day of the following quarter a written compliance checklist in a form provided by the Adviser relating to the performances of the Sub- Adviser under this Agreement. f. The Sub-Adviser will make available to the Trust and the Adviser, promptly upon request, any of the Trust's investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the Custodian or portfolio accounting agent for the Trust) as are necessary to assist the Trust and the Adviser to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and the rules under each, as well as other applicable laws. The Sub-Adviser ~~further agrees~~ will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Trust which may be requested by such authorities in order to ascertain whether the operations of the Trust are being conducted in a manner consistent with applicable laws and regulations. g. The Sub-Adviser will provide reports to the Board for consideration at meetings of the Board on the options portion of the investment program for the Trust and the options purchased and sold for the Trust's portfolio, and will furnish the Board with such periodic and special reports as ~~follows:~~the Board and the Adviser may reasonably request. h. The Adviser shall assure that the Trust complies with its investment policies and restrictions as set forth in the Registration Statement, except for policies and restrictions concerning implementation of the Trust's options strategy, and the Adviser acknowledges that the Sub-Adviser shall not be responsible for the Trust's compliance with its investment policies and restrictions other than those concerning implementation of the Trust's options strategy. i. The Adviser acknowledges that the Sub-Adviser shall not be responsible for meeting or monitoring compliance with the income and asset diversification requirements of Section 851 of the Internal Revenue Code, and the Adviser acknowledges that the Adviser is responsible for the same.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (MSAR Completion Portfolio)

Sub-Adviser Duties. Subject to the supervision of the Board ~~of Directors (the “Board”)~~ and the Adviser, the Sub-Adviser ~~will provide~~ shall act as a ~~continuous~~ non-discreationary investment ~~program for~~ adviser with respect to the Portfolio and determine, in its discretion and subject to Section 3 of this Agreement, the composition of the assets of the Portfolio, including the determination of the purchase, retention, or sale of the securities, cash, and other investments for the PortfolioFund. ~~Subject to Section 3 of this Agreement~~In such capacity, the Sub-Adviser ~~will provide investment research and conduct~~ shall (i) design, monitor on a continuous ~~program~~ basis, and periodically deliver to the Adviser or another sub-adviser to the Fund at mutually agreed upon times a model portfolio (or such similar information as agreed to between the Adviser and Sub-Adviser) for use in connection with the management of ~~evaluation~~the Fund (“Model”), ~~investment~~(ii) make nondiscretionary recommendations, ~~sale~~when it deems necessary, to the Adviser or another sub-adviser to the Fund, regarding the investment and reinvestment of the ~~Portfolio~~Fund’s assets ~~by determining (a)~~ in accordance with the ~~securities and other investments that shall be purchased, entered into, sold, closed, and/or exchanged for the Portfolio; (b) when these transactions should be executed~~Model, and (ciii) ~~what portion~~ provide the Adviser or another sub-adviser to the Fund with non-discretionary investment advice and related data in a format reasonably required by the Adviser of another sub-adviser to the Fund Adviser and Sub-Adviser agree and acknowledge that any Model or other investment advisory services provided by the Sub-Adviser to the Fund hereunder are non-discreationary and the implementation of any and all investment decisions for the Fund shall be made by the Adviser or another sub-adviser to the Fund. For the avoidance of doubt, Sub-Adviser shall have no authority pursuant to this Agreement to directly implement the Model recommendations on behalf of the ~~assets~~ Fund, including the purchase and sale of securities, derivatives or other instruments on behalf of the ~~Portfolio should be held in various securities and~~ Fund. Subject to all other ~~investments in which the Fund is permitted to invest. In accordance with the~~ terms of this Agreement, ~~the Sub-Adviser is authorized~~including, ~~in its sole discretion~~without limitation, to buy, sell, and otherwise trade in any of the types of securities and investment instruments in accordance with the investment objectives and policies disclosed in the Company’s Registration Statement for the Fund as filed with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (“1933 Act”Section 2(a), ~~and~~ the ~~1940 Act, as from time to time amended (“Registration Statement”). The~~ Sub-Adviser will provide the services under this Agreement in accordance with the ~~Company’s Articles of Incorporation, By-Laws, and the~~ Fund’s investment ~~objective(s)~~objective or objectives, ~~policies and procedures~~ policies, and restrictions as stated in the Trust’s Registration Statement as it relates to the Fund filed with the U.S. Securities and Exchange Commission (the “SEC”), as amended (the “Registration Statement~~. The Adviser shall provide the Sub-Adviser with~~ ”), copies of the Company’s Articles of Incorporation, By-Laws and any amendment to the Registration Statement promptly following its filing with the SEC as well as any sticker supplements to the Fund’s prospectus or statement of additional information relevant which shall be sent to the Sub-Adviser ~~or its management~~ by the Adviser prior to the commencement of ~~the Fund. Sub-Adviser’s services under~~ this Agreement ~~may also be subject to~~ and promptly following any ~~other~~ such amendment, as well as with investment parameters for the Fund (including portfolio risk limits) ~~that are mutually~~ to be agreed to upon in writing from time to time by the Adviser and the Sub-Adviser. The Sub-Adviser further agrees (in all cases subject to the other terms of this Agreement, including, without limitation Section 1) as follows:

Appears in 1 contract

Samples: Agreement (Eaton Vance Growth Trust)

Sub-Adviser Duties. Subject to the supervision of the Board ~~of Directors (the “Board”)~~ and the Adviser, the Sub-Adviser will provide a continuous investment program for the ~~Portfolio~~ Fund and determine, in its ~~discretion and subject to Section 3 of this Agreement~~discretion, the composition of the assets of the ~~Portfolio~~Fund, including the determination of the purchase, retention, or sale of the securities, cash, and other investments for the ~~Portfolio~~Fund. ~~Subject to Section 3 of this Agreement, the~~ The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sale, and reinvestment of the ~~Portfolio~~Fund’s assets by determining (a) the securities and other investments that shall be purchased, entered into, sold, closed, and/or exchanged for the ~~Portfolio~~Fund; (b) when these transactions should be executed, and (c) what portion of the assets of the ~~Portfolio~~ Fund should be held in various securities and other investments in which the Fund is permitted to invest. ~~In accordance with the terms of this Agreement, the~~ The Sub-Adviser is authorized, in its sole ~~discretion~~discretion and without prior consultation XXXXX XXXXX GREATER INDIA FUND with the Adviser or the Trust, to buy, sell, and otherwise trade in any of the types of securities and investment instruments permitted by the Fund’s Registration Statement. The Sub-Adviser may use the portfolio management, research and other resources of advisory affiliates through participating affiliate arrangements in rendering investment advisory services to the Fund. Under such circumstances, the Sub-Adviser shall be fully accountable to the Fund and/or the Adviser for the actions of such affiliates. The Sub-Adviser will provide the services under this Agreement in accordance with the Trust’s Declaration of Trust, By-Laws, and investment ~~objectives~~ objective(s), policies and ~~policies disclosed~~ procedures and restrictions as stated in the ~~Company~~Trust’s Registration Statement ~~for the Fund~~ as filed with the ~~U.S. Securities and Exchange Commission (“SEC”)~~ SEC under ~~the Securities Act of 1933, as amended (“1933 Act”), and~~ the 1940 Act, as from time to time amended (“Registration Statement”). The Sub-Adviser will provide the services under this Agreement in accordance with the Company’s Articles of Incorporation, By-Laws, and the Fund’s investment objective(s), policies and procedures and restrictions as stated in the Registration Statement. The Adviser shall promptly provide the Sub-Adviser with copies of ~~the Company’s Articles of Incorporation, By-Laws and~~ any amendment to the Registration Statement ~~promptly following its filing~~ prior to the commencement of this Agreement and shall provide the Sub-Adviser with drafts of any other amendment to the ~~SEC~~ Registration Statement as well as any sticker supplements to the Fund’s prospectus or statement of additional information relevant to the Sub-Adviser or its management of the Fund. The Sub-Adviser shall review and provide comments on such drafts on a timely basis. Sub-Adviser’s services under this Agreement ~~may~~ also will be ~~subject to~~ provided in accordance with any ~~other~~ internal guidelines or investment parameters for the Fund (including portfolio risk limits) that are mutually agreed to in writing from time to time by the Adviser and the Sub-Adviser. The Sub-Adviser further agrees as follows:

Appears in 1 contract

Samples: Sub Advisory Agreement (Eaton Vance Special Investment Trust)

Sub-Adviser Duties. Subject to the supervision of the Board of Directors (~~the~~ “Board”) and the Adviser, the Sub-Adviser will provide a continuous investment program for the Portfolio and determine, in its discretion and subject to Section 3 of this Agreement, the composition of the assets of the Portfolio, including the determination of the purchase, retention, or sale of the securities, cash, and other investments for the Portfolio. Subject to Section 3 of this Agreement, the Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sale, and reinvestment of the Portfolio’s assets by determining (a) the securities and other investments that shall be purchased, entered into, sold, closed, and/or exchanged for the Portfolio; (b) when these transactions should be executed, and (c) what portion of the assets of the Portfolio should be held in various securities and other investments in which the Fund is permitted to invest. In accordance with the terms of this Agreement, the Sub-Adviser is authorized, in its sole discretion, to buy, sell, and otherwise trade in any of the types of securities and investment instruments in accordance with the investment objectives and policies disclosed in the Company’s Registration Statement for the Fund as filed with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, as from time to time amended (“Registration Statement”). The Sub-Adviser will provide the services under this Agreement in accordance with the Company’s Articles of Incorporation, By-Laws, and the Fund’s investment objective(s), policies and procedures and restrictions as stated in the Registration Statement. The Adviser shall provide the Sub-Adviser with copies of the Company’s Articles of Incorporation, By-Laws and any amendment to the Registration Statement promptly following its filing with the SEC as well as any sticker supplements to the Fund’s prospectus or statement of additional information relevant to the Sub-Adviser or its management of the Fund. The Sub-Adviser’s services under this Agreement may also be subject to any other investment parameters for the Fund (including portfolio risk limits) that are mutually agreed to in writing by the Adviser and the Sub-Adviser. The Sub-Adviser further agrees as follows:

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Calvert Management Series)

Sub-Adviser Duties. Subject to the supervision of the Board of Directors (~~the~~ “Board”) and the Adviser, the Sub-Adviser will provide a continuous investment program for the Portfolio and determine, in its discretion and subject to Section 3 of this Agreement, the composition of the assets of the Portfolio, including the determination of the purchase, retention, or sale of the securities, cash, and other investments for the Portfolio. Subject to Section 3 of this Agreement, the Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sale, and reinvestment of the Portfolio’s assets by determining (a) the securities and other investments that shall be purchased, entered into, sold, closed, and/or exchanged for the Portfolio; (b) when these transactions should be executed, and (c) what portion of the assets of the Portfolio should be held in various securities and other investments in which the Fund is permitted to invest. In accordance with the terms of this Agreement, the Sub-Adviser is authorized, in its sole discretion, to buy, sell, and otherwise trade in any of the types of securities and investment instruments in accordance with the investment objectives and policies disclosed in the Company’s Registration Statement for the Fund as filed with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, as from time to time amended (“Registration Statement”). The Sub-Adviser will provide the services under this Agreement in accordance with the Company’s Articles of Incorporation, By-Laws, and the Fund’s investment objective(s), policies and procedures and restrictions as stated in the Registration Statement. The Adviser shall provide the Sub-Adviser with copies of the Company’s Articles of Incorporation, By-Laws and any amendment to the Registration Statement promptly following its filing with the SEC as well as any sticker supplements to the Fund’s prospectus or statement of additional information relevant to the ~~Sub-~~Sub- Adviser or its management of the Fund. The Sub-Adviser’s services under this Agreement may also be subject to any other investment parameters for the Fund (including portfolio risk limits) that are mutually agreed to in writing by the Adviser and the Sub-Adviser. The Sub-Adviser further agrees as follows:

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Calvert Management Series)

Sub-Adviser Duties. Subject to the supervision of the Board ~~of Directors (the “Board”)~~ and the Adviser, the Sub-Adviser will provide a continuous investment program for the Portfolio and determine, in its ~~discretion and subject to Section 3 of this Agreement~~discretion, the composition of the assets of the Portfolio, including the determination of the purchase, retention, or sale of the securities, cash, and other investments for the Portfolio. ~~Subject to Section 3 of this Agreement, the~~ The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sale, and reinvestment of the Portfolio’s assets by determining (a) the securities and other investments that shall be purchased, entered into, sold, closed, and/or exchanged for the Portfolio; (b) when these transactions should be executed, ~~and~~ (c) what portion of the assets of the Portfolio should be held in various securities and other investments in which the Fund is permitted to invest, and (d) the securities, other instruments and/or cash (“Basket”) that shall be exchanged for purchases and redemptions of Fund creation units and communicating the Basket to the Fund’s custodian (“Custodian”). ~~In accordance with the terms of this Agreement, the~~ The Sub-Adviser is authorized, in its sole ~~discretion~~discretion and without prior consultation with the Adviser or the Trust, to buy, sell, and otherwise trade in any of the types of securities and investment instruments permitted by the Fund’s Registration Statement. The Sub-Adviser will provide the services under this Agreement in accordance with the Trust’s Declaration of Trust, By-Laws, and the Fund’s investment ~~objectives~~ objective(s), policies and ~~policies disclosed~~ procedures and restrictions as stated in the ~~Company~~Trust’s Registration Statement for the Fund as filed with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, as from time to time amended (“Registration Statement”). The Sub-Adviser will provide the services under this Agreement in accordance with the Company’s Articles of Incorporation, By-Laws, and the Fund’s investment objective(s), policies and procedures and restrictions as stated in the Registration Statement. The Adviser shall promptly provide the Sub-Adviser with copies of ~~the Company’s Articles of Incorporation, By-Laws and~~ any amendment to the Registration Statement prior to the commencement of this Agreement and shall provide the Sub-Adviser with any other amendment to the Registration Statement promptly ~~following~~ and prior to its filing with the SEC as well as any sticker supplements to the Fund’s prospectus or statement of additional information relevant to the Sub-Adviser or its management of the Fund. Sub-Adviser’s services under this Agreement ~~may~~ also will be ~~subject to~~ provided in accordance with any ~~other~~ investment parameters for the Fund (including portfolio risk limits) that are mutually agreed to in writing by the Adviser and the Sub-~~Adviser~~Adviser (“Investment Parameters”). The Sub-Adviser further agrees as follows:

Appears in 1 contract

Samples: Eaton Vance Oaktree Diversified (Eaton Vance NextShares Trust II)

Common use of Sub-Adviser Duties Clause in Contracts