Exhibit 5(c)
SUBSTITUTION AGREEMENT
Agreement, made this 11th day of February, 1998, by and among Palladian
Advisors, Inc. ("PAI"), a Delaware corporation; Allmerica Investment
Management Company, Inc. ("AIMCO"), a Massachusetts corporation; [Portfolio
Manager], a ______________ corporation (the "Portfolio Manager"); and The
Palladian Trust (the "Trust"), a Massachusetts business trust.
WHEREAS, the Trust is registered with the Securities and Exchange
Commission as an open-end management investment company under the Investment
Company Act of 1940, as amended ("Act"), and the Trust issues shares in
several different classes, each of which is known as a "Portfolio"; and
WHEREAS, PAI has served as Manager to the Trust pursuant to a Management
Agreement between the Trust and PAI dated October 12, 1995; and
WHEREAS, the Trust and PAI entered into a Portfolio Management Agreement
with the Portfolio Manager, dated October 12, 1995 (the "Portfolio Management
Agreement"), under which the Portfolio Manager currently serves as the
Portfolio Manager for the ______________ Portfolio of the Trust; and
WHEREAS, the Trust and PAI have terminated the Management Agreement with
PAI, effective at the close of business on February 11, 1998; and
WHEREAS, commencing February 12, 1998, AIMCO has agreed to serve as
Manager to the Trust pursuant to a new Management Agreement between the Trust
and AIMCO dated February 12, 1998; and
WHEREAS, the Management Agreement between AIMCO and the Trust is subject
to approval by the vote of a majority of the outstanding voting securities of
each Portfolio of the Trust, and a special meeting of shareholders must be
held within a 120-day period after February 11, 1998 for purposes of
obtaining such approval; and
WHEREAS, PAI, the Portfolio Manager, and the Trust desire to substitute
AIMCO as a party to the Portfolio Management Agreement in the place of PAI
and AIMCO desires to be substituted as a party to the Portfolio Management
Agreement in the place of PAI.
Therefore, the parties agree as follows:
1. SUBSTITUTION OF PARTY. Effective as of February 12, 1998, AIMCO is
hereby substituted as a party to the Portfolio Management Agreement in the
place of PAI. The substitution shall be effective for a period of 120 days
after February 11, 1998,
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and shall be effective thereafter subject to approval of the Management
Agreement between AIMCO and the Trust by the vote of a majority of the
outstanding voting securities of the ______________ Portfolio of the Trust at
a meeting of shareholders, which will be held within a 120-day period after
February 11, 1998. In the event that shareholders of the ______________
Portfolio do not approve the Management Agreement as provided above, the
Portfolio Management Agreement shall terminate as of the close of business on
the 120th day after February 11, 1998.
2. PERFORMANCE OF DUTIES. As of the effectiveness of the substitution
as described above, AIMCO hereby assumes and agrees to perform all of PAI's
duties and obligations under the Portfolio Management Agreement and be
subject to all of the terms and conditions of said Agreement as if they
applied to PAI. AIMCO shall not be responsible for any claim or demand
arising under the Portfolio Management Agreement from services rendered prior
to the effective date of this Substitution Agreement unless otherwise agreed
by AIMCO, and PAI shall not be responsible for any claim or demand arising
under the Portfolio Management Agreement from services rendered after the
effective date of this Substitution Agreement unless otherwise agreed by PAI.
3. REPRESENTATION OF AIMCO. AIMCO represents and warrants that it is
registered as an investment adviser under the Investment Advisers Act of 1940.
4. CONSENT. The Trust and the Portfolio Manager hereby consent to
this substitution of AIMCO as a party to the Portfolio Management Agreement
in the place of PAI and the assumption by AIMCO of PAI's interest in such
Agreement and the duties and obligations thereunder, and agree, subject to
the terms and conditions of said Agreement, to look to AIMCO for the
performance of the Manager's duties and obligations under said Agreement
after the effective date as described above.
5. INDEMNIFICATION BY AIMCO. Notwithstanding any limitation of
liability in the Portfolio Management Agreement, AIMCO shall indemnify and
hold harmless the Portfolio Manager, its affiliates and the directors,
officers, agents and employees of the foregoing (each an "Indemnified
Person") from all cost, damage and expense, including reasonable expenses for
legal counsel, incurred by an Indemnified Person as a result of the AIMCO's
actions or omissions in performing its duties under the Portfolio Management
Agreement that constitute negligence, bad faith, breach of trust or fiduciary
duty, a material violation of one or more of the Portfolio Management
Agreement, fraud, reckless or intentional misconduct, or violation of law or
regulation. In the event an Indemnified Person receives a demand, claim or
lawsuit relating to the Trust, its shares, and/or the Agreements, the
Indemnified Person shall promptly notify AIMCO and the Portfolio Manager.
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6. INDEMNIFICATION BY PORTFOLIO MANAGER. Notwithstanding any
limitation of liability in the Portfolio Management Agreement, the Portfolio
Manager shall indemnify and hold harmless AIMCO, its affiliates and the
directors, officers, agents and employees of the foregoing (each an
"Indemnified Person") from all cost, damage and expense, including reasonable
expenses for legal counsel, incurred by an Indemnified Person as a result of
the Portfolio Manager's actions or omissions in performing its duties under
the Portfolio Management Agreement that constitute negligence, bad faith,
breach of trust or fiduciary duty, a material violation of the Portfolio
Management Agreement, fraud, reckless or intentional misconduct, or violation
of law or regulation. In the event an Indemnified Person receives a demand,
claim or lawsuit relating to the Trust, its shares, and/or the Agreements,
the Indemnified Person shall promptly notify AIMCO and the Portfolio Manager.
7. NOTICE. Notices shall be in writing and shall be duly given if
sent by first class mail or delivered to the following addresses or to such
other address as shall be specified by a party with proper notice to the
other parties:
IF AS TO AIMCO:
Allmerica Investment Management
Company, Inc.
000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attn: President
IF AS TO THE TRUST:
The Palladian Trust
000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attn: President
IF AS TO PAI:
Palladian Advisors, Inc.
000 Xxxxxxx Xxxxxxx Xxxx
Xxxxx 000
Xxxxxxxx, XX 00000
Attn: President
IF AS TO THE PORTFOLIO MANAGER:
[address]
8. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an
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original.
9. 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.
IN WITNESS WHEREOF, the parties hereto have caused this Substitution
Agreement to be executed by their duly authorized officers as of the date and
year first written above.
Palladian Advisors, Inc.
________________________ By: ________________________
Witness H. Xxxxxxx Xxxxxxxx
President
Allmerica Investment Management
Company, Inc.
________________________ By: ________________________
Witness
________________________
Title
____________________________
(Portfolio Manager)
________________________ By: ________________________
Witness
________________________
Title
The Palladian Trust
________________________ By: ________________________
Witness Title:
