EXHIBIT 4(d)
GROWTH PORTFOLIO
PORTFOLIO MANAGER AGREEMENT
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Agreement, made this 1st day of August, 1998, among The Palladian Trust (the
"Trust"), a Massachusetts business trust; Allmerica Financial Investment
Management Services, Inc. (the "Manager"), a Massachusetts corporation; and
Pilgrim Xxxxxx Analytic Investors, Inc. (the "Portfolio Manager"), a
California corporation.
WHEREAS, the Trust is a diversified, open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"); and
WHEREAS, the Manager and the Portfolio Manager are both registered as
investment advisers under the Investment Advisers Act of 1940; and
WHEREAS, the Trust is authorized to issue shares of beneficial interest in
separate portfolios with each such portfolio representing interests in a
separate portfolio of securities and other assets; and
WHEREAS, the Manager has entered into a management agreement with the Trust,
pursuant to which the Manager will provide, among other services, advice with
respect to the selection and monitoring of portfolio managers to handle the
day-to-day investment management of certain portfolios; and
WHEREAS, the Trust and the Manager desire to retain the Portfolio Manager to
provide investment advisory services to the Growth Portfolio of the Trust
(the "Portfolio"), and the Portfolio Manager is willing to render such
services.
Therefore, the parties agree as follows:
1. APPOINTMENT. The Trust hereby appoints the Portfolio Manager to provide
investment advisory services with respect to the Portfolio for the period and
on the terms set forth in this Agreement, subject to the direction of the
Board of Trustees of the Trust (the "Board of Trustees"). The Portfolio
Manager accepts such appointment and agrees to render the services described
herein for the compensation provided in paragraph 13.
2. SERVICES OF THE PORTFOLIO MANAGER.
(a) Subject to the supervision of the Board of Trustees, the Portfolio
Manager will provide day-to-day investment management of the Portfolio. The
Portfolio Manager will provide investment research and conduct a continuous
program of evaluation, investment, sales, and reinvestment of the Portfolio's
assets by determining the securities and other investments that shall be
purchased, entered into, sold, closed, or exchanged for the Portfolio, when
these transactions should be executed, and what portion of the assets of the
Portfolio should be held in the various securities and other investments in
which it may invest. The Portfolio Manager is hereby authorized to execute
and perform such services on behalf of the Portfolio. To the extent
permitted by the investment policies of the Portfolio, the Portfolio Manager
shall make decisions for the Portfolio as to foreign currency matters and
make determinations as to, and execute and perform, foreign currency exchange
contracts on behalf of the Portfolio. The Portfolio Manager will provide the
services under this Agreement in accordance with the Portfolio's investment
objective or objectives, policies, and restrictions as stated in the Trust's
registration statement under the Securities Act of 1933 and the 1940 Act as
filed with the Securities and Exchange Commission ("SEC") and amended from
time to time (the "Registration Statement"). Manager shall promptly provide
Portfolio Manager with the most current effective version of such
Registration Statement if any amendments or supplements to the Registration
Statement are filed with the SEC.
(b) The Portfolio Manager will use reasonable efforts to manage the
Portfolio so that it will (1) qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code, and (2) comply with the
diversification requirements of Section 817(h) of the Internal Revenue Code
and regulations issued thereunder. In managing the Portfolio in accordance
with these requirements, the Portfolio Manager shall be entitled to receive
and act upon advice of counsel to the Trust or counsel to the Manager.
(c) On occasions when the Portfolio Manager deems the purchase or sale
of a security to be in the best interest of the Portfolio as well as any
other investment advisory clients, the Portfolio Manager may, to the extent
permitted by applicable laws and regulations, including, but not limited to
Section 17(d) of the 1940 Act, but shall not be obligated to, aggregate the
securities to be so sold or purchased with those of its other clients. 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 Portfolio Manager
in a manner that is fair and equitable in the judgment of the Portfolio
Manager in the exercise of its fiduciary obligations to the Trust and to such
other clients.
(d) In connection with the purchase and sale of securities for the
Portfolio, the Portfolio Manager will arrange for the transmission to the
custodian for the Trust on a daily basis, such confirmation, trade tickets,
and other documents and information as may be reasonably necessary to enable
the custodian to perform its administrative and recordkeeping
responsibilities with respect to the Portfolio. With respect to portfolio
securities to be purchased or sold through the Depository Trust Company, the
Portfolio Manager will arrange for the automatic transmission of the
confirmation of such trades to the Trust's custodian. The Portfolio Manager
will provide to the Manager copies of the documents and information sent to
the custodian and the Depository Trust Company as requested by the Manager.
(e) The Portfolio Manager will provide reasonable assistance to the
custodian or recordkeeping agent for the Trust in determining, consistent
with the procedures and policies stated in the Registration Statement, the
value of any portfolio securities or other assets of the Portfolio for which
the custodian or recordkeeping agent seeks assistance or review from the
Portfolio Manager.
(f) The Portfolio Manager shall regularly report to the Board of
Trustees on the investment program for the Portfolio, and will furnish the
Board of Trustees such periodic and special
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reports as the Board may reasonably request.
(g) The Portfolio Manager shall make its officers and employees
available to the Board of Trustees, officers of the Trust, and officers of
the Manager for consultation and discussions regarding the investment program
for the Portfolio at such times as the Board of Trustees, officers or Manager
may reasonably request.
3. BROKER-DEALER SELECTION. The Portfolio Manager is responsible for
decisions to buy and sell securities and other investments for the Portfolio,
broker-dealer selection, and negotiation of brokerage commission rates. The
Portfolio Manager's primary consideration in effecting a security transaction
will be to obtain the best execution for the Portfolio. Subject to such
policies as the Board of Trustees may determine and consistent with Section
28(e) of the Securities Exchange Act of 1934, the Portfolio Manager 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
Portfolio to pay a broker-dealer for effecting a portfolio investment
transaction in excess of the amount of commission another broker-dealer would
have charged for effecting that transaction, if the Portfolio Manager
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-dealer, viewed in terms of either that particular transaction or the
Portfolio Manager's overall responsibilities with respect to the Portfolio
and to its other clients as to which it exercises investment discretion.
4. EMPLOYEES. In rendering the services required under this Agreement, the
Portfolio Manager may, from time to time, employ such person or persons as it
believes necessary to assist it in carrying out its obligations under this
Agreement. The Portfolio Manager shall be responsible for making reasonable
inquiries and for reasonably ensuring that:
(i) no employee of the Portfolio Manager who provides investment advice
to the Trust:
(a) has been convicted, in the last ten (10) years, of any felony or
misdemeanor arising out of conduct involving embezzlement, fraudulent
conversion, or misappropriation of funds or securities, or involving
violations of Sections 1341, 1342, or 1343 of Xxxxx 00, Xxxxxx Xxxxxx
Code;
or
(b) has been found by any state regulatory authority, within the last ten
(10) years, to have violated or to have acknowledged violation of any
provision of any state insurance law involving fraud, deceit, or knowing
misrepresentation; or
(c) has been found by any federal or state regulatory authorities, within
the last ten (10) years, to have violated or to have acknowledged
violation of any provisions of federal or state securities laws involving
fraud, deceit, or knowing misrepresentation; and
(ii) no employee of the Portfolio Manager is ineligible by reason of
Section 9 of the 1940 Act to serve as an employee of an investment
adviser to an investment company.
5. CONFORMITY WITH APPLICABLE LAW. The Portfolio Manager, in the performance
of its duties
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and obligations under this Agreement, shall act in conformity with the
Registration Statement and with the instructions and directions of the Board
of Trustees and will conform to, and comply with, the requirements of the
1940 Act and all other applicable federal and state laws and regulations.
6. EXCLUSIVITY. The services of the Portfolio Manager under this Agreement
are not deemed exclusive, and the Portfolio Manager, or any affiliate
thereof, shall be free to render similar services to other investment
companies and other clients and to engage in other activities, so long as its
services hereunder are not materially impaired thereby.
7. DOCUMENTS. The Trust has delivered copies of each of the following
documents to the Portfolio Manager and will promptly deliver to it all future
amendments and supplements thereto, if any:
(a) the Trust's Declaration of Trust and its by-laws;
(b) the Registration Statement; and
(c) the prospectus and statement of additional information of the Trust
as currently in effect and as amended and supplemented from time to time.
8. RECORDS. The Portfolio Manager agrees to maintain and to preserve
records relating to the Trust as required by the 1940 Act. The Portfolio
Manager further 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
upon request.
9. DISCLOSURE BY PORTFOLIO MANAGER. The Portfolio Manager will not
disclose or use any records or information obtained pursuant to this
Agreement (excluding investment research and investment advice) in any manner
whatsoever except as required to carry out its duties as investment adviser
or in the ordinary course of business in connection with placing orders for
the purchase and sale of securities, and will keep confidential any
information obtained from the Trust pursuant to this Agreement, and disclose
such information only if the Board of Trustees has authorized such
disclosure, or if such disclosure is expressly required by applicable federal
or state law or regulations or regulatory authorities having the requisite
authority.
10. DISCLOSURE ABOUT PORTFOLIO MANAGER. The Portfolio Manager will
cooperate with the Trust and the Manager by providing and reviewing
information relating to the Portfolio Manager and the Portfolio for use in
the Registration Statement, shareholder reports and other documents. The
Portfolio Manager represents and warrants that it is a duly registered
investment adviser under the Investment Advisers Act of 1940 and a duly
registered investment adviser in all states in which the Portfolio Manager is
required to be registered.
11. COMPLIANCE. The Portfolio Manager agrees that it shall promptly notify
the Manager and the Trust in the event that:
(a) the SEC has censured the Portfolio Manager; placed limitations upon
its activities,
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functions or operations; suspended or revoked its registration as an
investment adviser; or commenced proceedings or an investigation that may
result in any of these actions; or
(b) the Portfolio Manager has a reasonable basis for believing that the
Portfolio has ceased to qualify or might not qualify as a regulated
investment company under Subchapter M of the Internal Revenue Code; or
(c) the Portfolio Manager has a reasonable basis for believing that the
Portfolio has ceased to comply or might not comply with the diversification
provisions of Section 817(h) of the Internal Revenue Code or the regulations
thereunder; or
(d) the Portfolio Manager has actual knowledge that a material fact
that is not contained in the Registration Statement or prospectus for the
Trust, or any amendment or supplement thereto, or that any statement
contained therein that has become untrue or misleading in any material
respect.
12. EXPENSES. During the term of this Agreement, the Portfolio Manager will
pay all expenses incurred by it in connection with its activities under this
Agreement, including all rent and other expenses involved in providing office
space and equipment required by the Portfolio Manager and the salaries and
expenses of all personnel of the Portfolio Manager. The Portfolio Manager
further agrees to pay all salaries, fees and expenses of any officer or
trustee of the Trust who is an officer, director or employee of the Portfolio
Manager or any of its affiliates. Nothing in this Agreement shall require
the Portfolio Manager to bear the expenses of the Trust or Manager, including
but not limited to the following expenses:
(a) Fees of the Manager;
(b) Charges for audits by the Trust's independent public accountants;
(c) Charges of the Trust's transfer agent, registrar, and/or dividend
disbursing agent;
(d) Charges of the Trust's custodian and/or accountant;
(e) Costs of obtaining quotations for calculating the value of each
Portfolio's net assets;
(f) Costs of maintaining the Trust's tax records;
(g) Salaries and other compensation of any of the Trust's executive
officers and employees, if any, who are not officers, directors, or employees
of the Portfolio Manager or any of its affiliates;
(h) Taxes levied against the Trust;
(i) Brokerage fees and commissions in connection with the purchase and
sale of portfolio securities for the Trust;
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(j) Costs, including the interest expense, of borrowing by the Trust;
(k) Costs and/or fees incident to meetings of the Trust's shareholders,
the preparation and mailings of prospectuses, reports, proxy statements and
other communications by the Trust to its shareholders, the filing of reports
with regulatory bodies, the maintenance of the Trust's existence, and the
registration of shares with federal and state securities or insurance
authorities;
(l) The Trust's legal fees, including the legal fees related to the
registration and continued qualification of the Trust's shares for sale;
(m) Costs of printing stock certificates representing shares of the
Trust;
(n) Trustees' fees and expenses of Trustees who are not officers,
directors, or employees of the Portfolio Manager or any affiliates;
(o) Trust's pro rata portion of the fidelity bond required by Section
17(g) of the 1940 Act, or other insurance premiums;
(p) Membership dues for any association of which the Trust is a member;
(q) Extraordinary expenses of the Trust as may arise, including
expenses incurred in connection with litigation, proceedings, other claims
against the Trust (unless the Portfolio Manager is responsible for such
expenses under paragraph 14 of this Agreement), and the legal obligations of
the Trust to indemnify its trustees, officers, employees, shareholders,
distributors, and agents with respect to such claims; and
(r) Organizational and offering expenses of the Trust and, if
applicable, reimbursement (with interest) of underwriting discounts and
commissions.
13. COMPENSATION.
(a) For the services provided and the expenses borne by the Portfolio
Manager pursuant to this Agreement, the Trust will pay the Portfolio Manager
80% of the Initial Monthly Advisory Fee or the Monthly Advisory Fee, as those
terms are defined in this paragraph, whichever is applicable.
(b) For the period beginning with the effective date of this Agreement
and ending with the last day of the twelfth full calendar month thereafter,
the Portfolio will pay at the end of each month, an advisory fee calculated
at an annual rate of 0.80% of the Portfolio's average daily net assets (the
"Initial Monthly Advisory Fee").
(c) For the period beginning with the first day of the thirteenth full
calendar month after the effective date of this Agreement and continuing
through the remainder of the term of this Agreement, the Portfolio will pay
at the end of each month, an advisory fee (the "Monthly Advisory Fee"). The
Monthly Advisory Fee equals the Basic Fee (as defined in paragraph 13(d)
below) plus the Incentive Fee (as defined in paragraph 13(e) below) and
adjusted, if so required,
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by paragraph 13(h) below.
(d) The Basic Fee equals one-twelfth of 2% multiplied by the
Portfolio's average daily net assets for the previous 12 months (including
the month for which the fee is being calculated).
(e) The Incentive Fee equals: (i) one-twelfth of the Annual Incentive
Fee set forth in the chart below based on the difference between the
Performance of the Portfolio and the Performance of the Benchmark, as those
terms are defined in paragraphs 13(f) and 13(g) below; (ii) multiplied by the
Portfolio's average daily net assets for the previous 12 months (including
the month for which the fee is being calculated).
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Annual
Percentage Point Difference Between Performance of the Incentive
Portfolio and Performance of the Benchmark Fee (%)
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+7.5 or greater 2.0%
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+6.0 or greater, but less than +7.5 1.5
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+4.5 or greater, but less than +6.0 1.0
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+3.0 or greater, but less than +4.5 0.5
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+1.5 or greater, but less than +3.0 0.0
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0.0 or greater, but less than +1.5 -0.5
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-1.5 or greater, but less than 0.0 -1.0
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-3.0 or greater, but less than -1.5 -1.5
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Less than -3.0 -2.0
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(f) The Performance of the Portfolio will be calculated by first determining
the change in the Portfolio's net asset value per share during the previous
twelve months (including the month for which the fee is being computed)
assuming the reinvestment of distributions during that period, and then
expressing this amount as a percentage of the net asset value per share at
the beginning of the period. Net asset value per share is calculated by
dividing the value of the securities held by the Portfolio plus any cash or
other assets minus all liabilities including accrued advisory fees and the
other expenses, by the total number of shares outstanding at the time. The
Performance of the Portfolios shall be calculated in accordance with SEC
rules.
(g) The Performance of the Benchmark will be calculated by first
determining the change in the level of the Benchmark during the previous
twelve months (including the month for which the fee is being computed) plus
the value of any cash dividends or distributions made by the companies whose
securities comprise the Benchmark accumulated to the end of the period, and
then expressing this amount as a percentage of the Benchmark at the beginning
of the period. The Performance of the Benchmark shall be calculated in
accordance with SEC rules. The Benchmark is the Standard & Poors 500 Index.
If the Benchmark ceases to be published,
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changes in any material respect or otherwise becomes impracticable to use for
purposes of the Incentive Fee, the Monthly Advisory Fee will equal the Basic
Fee (with no incentive adjustment) until such time as the Board of Trustees
approves a substitute Benchmark.
(h) Notwithstanding paragraphs 13(a)-13(g) above, if the Performance of
a Portfolio (minus payment of all expenses, including the Basic Fee and any
Incentive Fee) is negative and does not exceed the Performance of the
Benchmark by six percentage points, then the Monthly Advisory Fee will equal
zero. Notwithstanding paragraphs 13(a)-13(g) above, if the Performance of a
Portfolio (minus payment of all expenses, including the Basic Fee and any
Incentive Fee) is negative, exceeds the Performance of the Benchmark by six
percentage points, but does not exceed the Performance of the Benchmark by
twelve percentage points, then the Monthly Advisory Fee will not be greater
than one-twelfth of 1% of the Portfolio's average daily net assets for the
previous 12 months (including the month for which the fee is being
calculated). Notwithstanding paragraphs 13(a)-13(g) above, if the
Performance of a Portfolio (minus payment of all expenses, including the
Basic Fee and any Incentive Fee) is negative and exceeds the Performance of
the Benchmark by twelve percentage points, then the Monthly Advisory Fee will
not be greater than one-twelfth of 2% of the Portfolio's average daily net
assets for the previous 12 months (including the month for which the fee is
being calculated).
14. LIABILITY AND INDEMNIFICATION. The Portfolio Manager, the Manager and
the Trust each may rely on information reasonably believed by it to be
accurate and reliable. The Portfolio Manager shall not be liable to the
Trust or its shareholders for any loss suffered by the Trust as the result of
any negligent act or error of judgment of the Portfolio Manager in connection
with the matters to which this Agreement relates, except a loss resulting
from a breach by the Portfolio Manager of its fiduciary duty with respect to
the receipt of compensation for services (in which case any award of damages
shall be limited to the period and the amount set forth in Section 36(b)(3)
of the 0000 Xxx) or loss resulting from willful misfeasance, bad faith or
gross negligence on its part in the performance of its duties or from
reckless disregard by it of its obligations and duties under this Agreement.
The Trust shall indemnify the Portfolio Manager and hold it harmless from all
cost, damage and expense, including reasonable expenses for legal counsel,
incurred by the Portfolio Manager resulting from actions for which it is
relieved of responsibility by this paragraph. The Portfolio Manager shall
indemnify the Trust and hold it harmless from all cost, damage and expense,
including reasonable expenses for legal counsel, incurred by the Trust
resulting from (i) a breach by the Portfolio Manager of its fiduciary duty
with respect to compensation for services paid by the Trust (in which case
any award of damages shall be limited to the period and the amount set forth
in Section 36(b)(3) of the 1940 Act); (ii) willful misfeasance, bad faith or
gross negligence by the Portfolio Manager in the performance of its duties
under this Agreement; or (iii) reckless disregard by the Portfolio Manager of
its obligations and duties under this Agreement.
15. CONTINUATION AND TERMINATION. This Agreement shall take effect on the
date first written above, and shall continue in effect, unless sooner
terminated as provided herein, for 119 days thereafter, and provided that the
Agreement is approved by a majority of the outstanding voting shares of the
Portfolio by the end of such 119th day, shall continue for two years from the
date of this Agreement and shall continue from year to year thereafter so
long as such continuance is specifically approved at least annually (i) by
the vote of a majority of the Board of Trustees; or
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(ii) by vote of a majority of the outstanding voting shares of the Portfolio;
provided, further, in either event that continuance is also approved by the
vote of a majority of the Board of Trustees who are not parties to this
Agreement or "interested persons" (as defined in the 0000 Xxx) of the Trust,
the Manager or the Portfolio Manager cast in person at a meeting called for
the purpose of voting on such approval. This Agreement may be terminated (i)
by the Trust at any time, without the payment of any penalty, by vote of a
majority of the entire Board of Trustees or by a vote of a majority of the
outstanding voting shares of the Portfolio, on sixty (60) days' written
notice to the Manager and the Portfolio Manager, (ii) by the Manager at any
time, without the payment of any penalty, on ninety (90) days' written notice
to the Trust and the Portfolio Manager, or (iii) by the Portfolio Manager at
any time, without the payment of any penalty, on ninety (90) days' written
notice to the Trust and the Manager. This Agreement will automatically and
immediately terminate in the event of its "assignment" (as defined in the
1940 Act).
16. INDEPENDENT CONTRACTOR. The Portfolio Manager shall for all purposes
herein be deemed to be an independent contractor and shall, unless otherwise
expressly provided herein or authorized by the Board of Trustees from time to
time, have no authority to act for or represent the Trust in any way or
otherwise be deemed its agent.
17. USE OF NAME. It is understood that the words "Palladian," "Fulcrum
Fund" and "Fulcrum Trust", any derivative thereof and any design associated
with those words (collectively, the "Words and Designs") are the valuable
property of the Trust, and that the Portfolio Manager shall have the right to
use the Words and Designs only with the approval of the Trust. Upon
termination of this Agreement, the Portfolio Manager shall promptly
discontinue all use of the Words and Designs.
18. SALES LITERATURE. The Manager agrees to furnish to the Portfolio
Manager all sales literature which refers to the Portfolio Manager prior to
use thereof and not to use such sales literature if the Portfolio Manager
reasonably objects in writing five business days (or such other time as may
be mutually agreed) after receipt thereof. Sales literature may be furnished
to the Portfolio Manager by first class mail, overnight delivery service,
facsimile transmission equipment, or hand delivery.
19. NOTICE. Notices of any kind to be given to the Trust shall be in
writing and shall be duly given if sent by first class mail or delivered to
the Trust at 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000, or at such other
address or to such individual as shall be specified by the Trust (with proper
notice to the Manager and the Portfolio Manager). Notices of any kind to be
given to the Manager shall be in writing and shall be duly given if sent by
first class mail or delivered to the Manager at 000 Xxxxxxx Xxxxxx,
Xxxxxxxxx, XX 00000, or at such other address or to such individual as shall
be specified by the Manager (with proper notice to the Trust and the
Portfolio Manager). Notices of any kind to be given to the Portfolio Manager
shall be in writing and shall be duly given if sent by first class mail or
delivered to the Portfolio Manager at 000 Xxxxxxxxx Xxxx, Xxxxx, XX 00000,
or at such other address or to such individual as shall be specified by the
Portfolio Manager (with proper notice to the Trust and the Manager).
20. OBLIGATION. A copy of the Trust's Agreement and Declaration of Trust is
on file with the Secretary of the Commonwealth of Massachusetts. Notice is
hereby given that this Agreement
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has been executed on behalf of the Trust by a trustee of the Trust in his or
her capacity as trustee and not individually. The obligations of this
Agreement shall only be binding upon the assets and property of the Trust and
shall not be binding upon any trustee, officer, or shareholder of the Trust
individually.
21. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original.
22. APPLICABLE LAW. This Agreement shall be governed by the laws of
Massachusetts, provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act, the Investment Advisers Act of 1940, or any
rules or order of the SEC thereunder.
23. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby and, to this extent, the
provisions of this Agreement shall be deemed to be severable.
24 CAPTIONS. The captions of this Agreement are included for convenience
only and in no way define or limit any of the provisions hereof or otherwise
affect their construction or effect.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below on the day and year first above
written.
The Palladian Trust
/s/ Xxxxx Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxxxx
------------------------ ---------------------------------
Attest Xxxxxx X. Xxxxxxxxxx
Treasurer
Allmerica Financial Investment
Management Services, Inc.
/s/ Xxxxx Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
------------------------ ---------------------------------
Attest Name: Xxxxxxx X. Xxxxxx
Title: Vice President
Pilgrim Xxxxxx Analytic Investors, Inc.
/s/ Xxxxx Xxxx Fuente By: /s/ Xxxxxxxx xx Xxxxx
------------------------ ---------------------------------
Attest Name: Xxxxxxxx xx Xxxxx
Title: President
