INVESTMENT SUB-ADVISORY AGREEMENT
Exhibit (d)(21)
THIS
INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”), made this 31st day of December, 2008 by
and between Xxxxxx Advisors, LLC, a Delaware limited liability company (the “Advisor”), and NFJ
Investment Group L.P., a Delaware limited partnership (the “Sub-Advisor”).
Advisor and Sub-Advisor agree as follows:
1. Advisor hereby engages the services of Sub-Advisor in connection with Advisor’s
management of the Xxxxxx/Allianz NFJ Mid Cap Value Portfolio (the “Portfolio”) of
MLIG Variable Insurance Trust (the “Trust”). Pursuant to this Agreement and subject to
the oversight and supervision by Advisor and the officers and the board of trustees of the
Trust, Sub-Advisor shall manage the investment and reinvestment of that portion of the
assets of the Portfolio that the Advisor shall, from time to time, direct.
2. Sub-Advisor hereby accepts appointment by Advisor in the foregoing capacity
and agrees, at its own expense, to render the services set forth herein and to provide the
office space, furnishings, equipment and personnel required by it to perform such
services on the terms and for the compensation provided in this Agreement.
3. In particular, Sub-Advisor shall furnish continuously an investment program for
the Portfolio and shall determine from time to time in its discretion the securities and
other investments to be purchased or sold or exchanged and what portions of the Portfolio
shall be held in various securities, cash or other investments. In this connection, Sub-Advisor
shall provide Advisor and the officers and trustees of the Trust with such reports
and documentation as the latter shall reasonably request regarding its management of the
Portfolio assets. The Advisor shall instruct the custodian of the Portfolio to sweep all
cash held in the Portfolio into the custodian’s short term investment fund program and the
Sub-Advisor will not be responsible for investments made pursuant to such cash sweep.
The custodian shall also be responsible for collecting the interest and dividends on the
Portfolio’s investments in its custody and the Sub-Advisor shall have no responsibility in
this regard.
4. Sub-Advisor shall carry out its responsibilities under this Agreement in
compliance with: (a) the Portfolio’s investment objective, policies and restrictions as set
forth in the Trust’s current registration statement as delivered to the Sub-Advisor, (b)
such policies or directives as the Trust’s trustees may from time to time establish or issue
and communicate to the Sub-Advisor in writing, and (c) applicable law and related
regulations. Advisor shall promptly notify Sub-Advisor in writing of changes to (a) or
(b) above and shall notify Sub-Advisor in writing of changes to (c) above promptly after
it becomes aware of such changes.
In particular, Sub-Advisor shall be responsible to ensure that the Portfolio: (a) complies
with the diversification requirements of Section 817(h) of the Internal Revenue
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Code of 1986, as amended, (the “Code”) and regulations issued thereunder as these apply to separate
accounts through which variable life insurance contracts and variable annuity contracts are issued,
and (b) continuously qualifies as a regulated investment company under Sub-Chapter M of the Code.
Sub-Advisor shall not consult with other sub-advisers of the Portfolio, or with sub-advisers
of other investment portfolios of the Trust, concerning transactions in portfolio securities or
other portfolio investments of the Portfolio.
5. Sub-Advisor shall take all actions which it considers necessary to implement the
investment policies of the Portfolio as these relate to the Portfolio, and in particular, to place
all orders for the purchase or sale of securities or other investments for the Portfolio with
brokers or dealers selected by it, and to that end, Sub-Advisor is authorized as the agent of the
Trust to give instructions to the Trust’s custodian as to deliveries of securities or other
investments and payments of cash for the account of the Portfolio. In connection with the selection
of brokers or dealers and the placing of purchase and sale orders with respect to investments of
the Portfolio, except where Advisor or the Trust instruct Sub-Advisor to place orders with a
particular broker or dealer, Sub-Advisor is directed at all times to seek to obtain best execution
and price within the policy guidelines determined by the Trust’s board of trustees and set forth in
the Trust’s current registration statement delivered to the Sub-Advisor.
Sub-Advisor is authorized to consider, in the selection of brokers and dealers to execute
portfolio transactions, not only the available prices and rates of brokerage commissions, but also
other relevant factors which may include, without limitation: (a) the execution capabilities of
such brokers and dealers, (b) research, custody and other services provided by such brokers and
dealers which the Sub-Advisor believes will enhance its general portfolio management capabilities,
(c) the size of the transaction, (d) the difficulty of execution, (e) the operational facilities of
such brokers and dealers, (f) the risk to such a broker or dealer of positioning a block of
securities, and (g) the overall quality of brokerage and research services provided by such brokers
and dealers. In connection with the foregoing, Sub-Advisor is specifically authorized to pay those
brokers and dealers who provide brokerage and research services to it a higher commission than that
charged by other brokers and dealers if Sub-Advisor determines in good faith that the amount of
such commission is reasonable in relation to the value of such services in terms of either the
particular transaction or in terms of Sub-Advisor’s overall responsibilities with respect to the
Portfolio and to any other client accounts or portfolios which it advises. The execution of such
transactions shall not be considered to represent an unlawful breach of any duty created by this
Agreement or otherwise.
Sub-Advisor also is authorized to aggregate purchase and sale orders for securities held (or
to be held) in the Portfolio with similar orders being made on the same day for other client
accounts or portfolios managed by Sub-Advisor. When an order is so aggregated: (a) the actual
prices applicable to the aggregated transaction will be averaged and the Portfolio and each other
account or portfolio participating in the aggregated transaction shall be treated as having
purchased or sold its portion of the
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securities at such average price, and (b) all transaction costs incurred in effecting the
aggregated transaction shall be shared on a pro-rata basis among the accounts or portfolios
(including the Portfolio) participating in the transaction. Advisor recognizes that in some cases
this procedure may adversely affect the size of the position obtainable for the Portfolio.
When recommending or effecting a transaction in a particular security or investment for more
than one client account or portfolio (including the Portfolio), Sub-Advisor may allocate such
recommendations or transactions among all accounts and portfolios for whom the recommendation is
made or transaction is effected on a basis that Sub-Advisor considers equitable.
6. Sub-Advisor’s services under this Agreement are not exclusive. Sub-Advisor
may provide the same or similar services to other clients. Advisor acknowledges that,
except when transactions for multiple clients are aggregated, transactions in a specific
security or other investment may not be recommended or executed at the same time or
price for all client accounts or portfolios (including the Portfolio) for which that security
or investment is recommended or executed. This Agreement does not require Sub-
Advisor to give priority to the Portfolio over other client accounts or portfolios.
7. Sub-Advisor shall for all purposes herein be deemed to be an independent
contractor and shall, unless otherwise expressly provided or authorized, have no authority
to act for or represent the Advisor, the Trust or the Portfolio or otherwise be deemed
agents of the Advisor, the Trust or the Portfolio.
8. Sub-Advisor or an affiliated person of Sub-Advisor may act as broker for the
Portfolio in connection with the purchase or sale of securities or other investments for the
Portfolio, subject to: (a) the requirement that Sub-Advisor seek to obtain best execution
and price within the policy guidelines determined by the Trust’s board of trustees and set
forth in the Trust’s current registration statement: (b) the provisions of the Investment
Advisers Act of 1940, as amended (the “Advisers Act”); (c) the provisions of the
Securities Exchange Act of 1934, as amended: and (d) other applicable provisions of law.
Such brokerage services are not within the scope of the duties of Sub-Advisor under this
Agreement. Subject to the requirements of applicable law and any procedures adopted by
Trust’s board of trustees, Sub-Advisor or their affiliated persons may receive brokerage
commissions, fees or other remuneration from the Portfolio or the Trust for such services
in addition to Sub-Advisor’s fees for services under this Agreement.
9. (a) Advisor authorizes Sub-Advisor to use its best efforts to vote proxies for
securities held in the Portfolio and purchased (or otherwise acquired) by the Sub-Advisor.
The Sub-Advisor is authorized and directed to instruct the custodian to forward promptly
to the Sub-Advisor or its designee copies of all proxies and shareholder communications
relating to such securities held in the Portfolio (other than materials relating to legal
proceedings). Advisor agrees that the Sub-Advisor will not be responsible with regard to
voting of proxies if the Sub-Advisor or the Sub-Advisor’s designee has not received such
proxies or related shareholder communications on a timely basis. Advisor acknowledges
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that currently the Sub-Advisor has engaged a third party service provider to assist with the
administrative functions related to voting proxies. It is further understood that Sub-Advisor
need not and is not required to accept any direction concerning the voting of proxies from Advisor
The right of Sub-Advisor to vote proxies shall continue until the earlier of the termination of the
Agreement or such time as Advisor revokes the Sub-Advisor’s authority to vote proxies and
specifically reserves such right to Advisor or to another designee. Notwithstanding anything to the
contrary herein, Advisor agrees that Sub-Advisor will not be responsible for voting any proxy
relating to securities not purchased or otherwise acquired by
Sub-Advisor. In particular, Advisor
agrees that Sub-Advisor will not be responsible for voting proxies relating to investments made
pursuant to cash sweeps of the Portfolio (including, without limitation, short term investment fund
programs, money market funds and other short-term cash vehicles or other cash equivalents); rather,
Advisor specifically reserves the right to vote such proxies to itself. Advisor may obtain a copy
of the Sub-Advisor’s proxy voting policies and procedures and information about how the Sub-Advisor
voted with respect to securities in the Portfolio upon request.
If
the Portfolio participates in a securities lending program, Advisor will notify the
Sub-Advisor in writing. Under most securities lending programs, securities on loan may not be voted
by the lender unless the loaned security is recalled prior to the record date for the vote. The
ability to timely recall shares for proxy voting purposes is not within the Sub-Advisor’s control
since the Sub-Advisor is not a party to the securities lending agreements and requires the
cooperation of the Advisor, the lending agent and the borrower. However, if Advisor requests in
writing, the Sub-Advisor will use reasonable efforts to request the Advisor recall the securities
on loan for voting if the Sub-Advisor has knowledge that the proxy involves a “Material Event”
affecting the securities on loan. “Material Event” for purposes of determining whether a recall of
a security is warranted currently means a proxy that relates to a merger, acquisition, spin-off or
other similar corporate action (but such definition will be reviewed and redefined from time to
time by the Sub-Advisor). Please be advised that, under certain circumstances, the recall of
shares in time to be voted may not be possible due to applicable proxy voting record dates, the
timing of receipt of information regarding the proxy and administrative concerns. Efforts to recall
loaned securities are not always effective and there can be no guarantee that any such securities
can be retrieved in a timely manner for purposes of voting the securities. Nonetheless, if Advisor
wishes Sub-Advisor to give Advisor or its designee notice for recalling securities on loan as
described above, Advisor must complete and execute a Securities Lending Program Acknowledgement in
form satisfactory to the Sub-Advisor.
(b) Sub-Advisor does not file proofs of claim for its clients (including the Portfolio) in
connection with class action settlements. Sub-Advisor will, however, use reasonable efforts to
notify the custodian of the Portfolio of class action settlements involving securities purchased by
the Sub-Advisor and held in, or formerly held in, the Portfolio and provide information to the
custodian; provided, that, the Sub-Advisor will have no obligation to advise, initiate or take any
other action on behalf of the Portfolio in any legal proceedings (including class actions). In
addition, the Sub-Advisor does not
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provide the service described in this Section 9(b) once this Agreement is terminated or the
Sub-Advisor no longer provides investment advisory services to the Portfolio.
10. Nothing in this Agreement shall require Sub-Advisor to take or receive physical
possession of cash, securities or other investments of the Portfolio.
11. Sub-Advisor is registered with the U.S. Securities and Exchange Commission
under the Advisers Act. Sub-Advisor shall remain so registered throughout the term of
this Agreement and shall notify Advisor immediately if Sub-Advisor ceases to be so
registered as an investment adviser.
12.
Sub-Advisor: (a) is duly organized and validly existing under the laws of the
State of Delaware, with the power to own and possess its assets and carry on its business
as it is now being conducted, (b) has the authority to enter into and perform the services
contemplated by this Agreement, (c) is not prohibited by the Investment Company Act of
1940, as amended, (the “1940 Act”) or the Advisers Act from performing the services
contemplated by this Agreement, (d) has met, and will continue to seek to meet for the
duration of this Agreement, any other applicable federal or state requirements, or the
applicable requirements of any regulatory or industry self-regulatory agency, necessary to
be met in order to perform the services under this Agreement, and (e) will promptly
notify Advisor of the occurrence of any event that would disqualify it from serving as an
investment adviser to an investment company pursuant to Section 9(a) of the 1940 Act.
13. Advisor: (a) is duly organized and validly existing under the laws of the State of
Delaware with the power to own and possess its assets and carry on its business as it is
now being conducted, (b) has the authority to enter into and perform the services
contemplated by this Agreement, (c) is not prohibited by the 1940 Act or the Advisers
Act from performing the services contemplated by this Agreement, (d) has met, and will
continue to seek to meet for the duration of this Agreement, any other applicable federal
or state requirements, or the applicable requirements of any regulatory or industry self-
regulatory agency, necessary to be met in order to perform the services this Agreement,
and (e) will promptly notify Sub-Advisor of the occurrence of any event that would
disqualify it from serving as an investment adviser to an investment company pursuant to
Section 9(a) of the 1940 Act. Advisor represents that the Trust is (and during the term of
this Agreement, will remain) registered as an open-end management investment company
under the 1940 Act and that the shares of the Trust representing an interest in the
Portfolio are (and during the term of this Agreement will remain) registered under the
Securities Act of 1933 and under any applicable state securities laws.
14. Sub-Advisor has adopted a written code of ethics complying with the
requirements of Rule 17j-1 under the 1940 Act and will provide Advisor and the Trust
with a copy of that code, together with evidence of its adoption. Within 20 days of the
end of each calendar quarter during which this Agreement remains in effect, the Chief
Compliance Officer of Sub-Advisor shall certify to Advisor or the Trust that Sub-Advisor
has complied with the requirements of Rule 17j-1 during the previous quarter and that
there have been no material violations of Sub-Advisors’ codes of ethics or, if such a
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material violation has occurred, that appropriate action has been taken in response to such
material violation. Upon written request of Advisor or the Trust, Sub-Advisor shall permit
representatives of Advisor or the Trust to examine the reports (or summaries of the reports)
required to be made to Sub-Advisor by Rule 17j-1(c)(1) and other records evidencing enforcement of
the code of ethics.
15. For the services rendered, the facilities furnished and the expenses assumed by
Sub-Advisor, Advisor shall pay Sub-Advisor at the end of each month a fee based on the
average daily net assets of the Portfolio at an annual rate of 0.40%.
Sub-Advisor’s
fee shall be accrued daily at 1/365th of the applicable annual rate set forth
above. For the purpose of accruing compensation, the net assets of the Portfolio shall be
determined in the manner and on the dates set forth in the current prospectus of the Trust, and, on
days on which the net assets are not so determined, the net asset value computation to be used
shall be as determined on the immediately preceding day on which the net assets were determined. In
the event of termination of this Agreement, all compensation due through the date of termination
will be calculated on a pro-rated basis through the date of termination and paid within thirty
business days of the date of termination.
During any period when the determination of net asset value is suspended, the net asset value
of the Portfolio as of the last business day prior to such suspension shall for this purpose be
deemed to be the net asset value at the close of each succeeding business day until it is again
determined.
16. Sub-Advisor hereby undertakes and agrees to maintain, in the form and for the
period required by Rule 31a-2 under the 1940 Act, all records relating to the Portfolio’s
investments that are required to be maintained by the Trust pursuant to the requirements
of paragraphs (b)(5), (b)(6), (b)(7), (b)(9), (b)(10) and (f) of
Rule 31a-1 under the 1940
Act.
Sub-Advisor agrees that all books and records which it maintains for the Portfolio or the
Trust are the property of the Trust and further agrees to surrender promptly to the Advisor or the
Trust any such books, records or information upon the Advisor’s or the Trust’s reasonable request
(provided, however, that Sub-Advisor may retain copies of such records). All such books and records
shall be made available, within five business days of a written request, to the Trust’s accountants
or auditors during regular business hours at Sub-Advisor’s offices. Advisor and the Trust or either
of their authorized representatives shall have the right to copy any records in the possession of
Sub-Advisor which pertain to the Portfolio or the Trust. Such books, records, information or
reports shall be made available to properly authorized government representatives consistent with
state and federal law and/or regulations. In the event of the termination of this Agreement, all
such books, records or other information shall be returned to Advisor or the Trust upon request.
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Sub-Advisor agrees that the policies and procedures established by the Sub-Advisor for
managing the Portfolio, including, but not limited to, all policies and procedures designed to
ensure compliance with federal and state regulations governing the sub-advisor/client relationship
and management and operation of the Portfolio, shall be made available for inspection by the
Advisor and the Trust or either of their authorized representatives not less frequently than
annually.
17. Sub-Advisor agrees that it will not disclose or use any records or confidential
information obtained pursuant to this Agreement in any manner whatsoever except as
authorized in this Agreement or in connection with the performance of its obligations
under this Agreement or authorized specifically by Advisor or the Trust, or if such
disclosure is required by federal or state regulatory authorities.
Sub-Advisor may disclose the investment performance of the Portfolio to any third party,
provided that such disclosure does not reveal the identity of the Advisor, the Portfolio or the
Trust. Sub-Advisor may, however, disclose that Advisor, the Trust and the Portfolio are its clients
(including in marketing materials distributed to third parties from time to time), provided that
such disclosure does not reveal the investment performance or the composition of the Portfolio.
18. In the absence of willful misfeasance, bad faith or gross negligence on the part of
Sub-Advisor or its officers, trustees or employees, or reckless disregard by Sub-Advisor
of its duties under this Agreement (together, “disabling conduct”), Sub-Advisor shall not
be liable to Advisor, the Portfolio, the Trust or to any shareholder of the Portfolio for any
act or omission in the course of, or connected with, rendering services hereunder or for
any losses that may be sustained in the purchase, holding or sale of any security, except
to the extent otherwise provided in Section 36(b) of the 1940 Act concerning loss
resulting from a breach of fiduciary duty with respect to the receipt of compensation for
services. Notwithstanding the foregoing, breach by the Sub-Advisor of the second
paragraph of section 4 hereof is deemed to be disabling conduct.
19. Sub-Advisor agrees to indemnify and defend Advisor, its officers, trustees,
partners, employees and any person who controls Advisor for any loss or expense
(including attorneys’ fees) arising out of any claim, demand, action, suit or proceeding
arising out of any actual or alleged material misstatement or omission in the Trust’s
registration statement, any proxy statement, or communication to current or prospective
investors in the Portfolio relating to disclosure about Sub-Advisor provided to Advisor by
Sub-Advisor in writing expressly for the purpose of being included in such registration
statement, proxy statement or communication; provided, that Sub-Advisor has also been
given the opportunity to review and provide comments regarding the parts of such
registration statement, proxy statement or communication referencing or relating to Sub-Advisor
prior to its distribution, for the purpose of correcting any material inaccuracies.
Sub-Advisor agrees to indemnify and defend Advisor, its officers, trustees, partners,
employees and any person who controls Advisor for any loss or expense (including attorneys’ fees)
arising out of any claim, demand, action, suit or proceeding
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arising out of the Sub-Advisor’s failure to ensure that the Portfolio: (a) complies with the
diversification requirements of Section 817(h) of the Code and regulations issued thereunder as
these apply to separate accounts through which variable life insurance contracts and variable
annuity contracts are issued, and (b) continuously qualifies as a regulated investment company
under Sub-Chapter M of the Code.
20. Advisor agrees to indemnify and defend Sub-Advisor, its officers, trustees,
partners, employees and any person who controls Sub-Advisor for any loss or expense
(including attorneys’ fees) arising out of any claim, demand, action, suit or proceeding
arising out of any actual or alleged material misstatement or omission in the Trust’s
registration statement, any proxy statement, or other communication to current or
prospective investors in the Portfolio (other than a misstatement or omission relating to
disclosure about Sub-Advisor provided in writing to the Advisor or Trust expressly for
the purpose of being included in such registration statement, proxy statement or
communication and reviewed and approved by the Sub-Advisor prior to its distribution).
21. The Sub-Advisor agrees to permit the Advisor and the Trust to use its name,
along side the Advisor’s name, in the Portfolio’s name and to refer to the Sub-Advisor as
the sub-adviser of the Portfolio in descriptions of the Portfolio, as these appear in the
Trust’s prospectus(es) and/or sales literature related to the Portfolio, provided, however,
that the Advisor and the Trust shall cease such use of the Sub-Advisor’s name in the
event that this Agreement is terminated and shall not have any rights to use, or in Sub-Advisor’s
name except as expressly permitted in this Section 21.
22. This Agreement shall not become effective unless and until it is approved by the
board of trustees of the Trust, including a majority of trustees who are not parties to this
Agreement or interested persons of any such party to this Agreement, and, to the extent
required by law, a majority of the outstanding shares of the class of the Trust’s stock
representing an interest in the Portfolio. This Agreement shall come into full force and
effect on the date which it is so approved and the Advisor will promptly notify the Sub-Advisor
of such approval and effectiveness in writing. This Agreement shall continue in
effect for two years and shall thereafter continue in effect from year to year so long as
such continuance is specifically approved at least annually by (a) the board of trustees of
the Trust, or by the vote of a majority of the outstanding shares of the class of stock
representing an interest in the Portfolio, and (b) a majority of those trustees who are not
parties to this Agreement or interested persons of any such party cast in person at a
meeting called for the purpose of voting on such approval. If this Agreement is not
approved, the Advisor will promptly notify the Sub-Advisor in writing.
23. Notwithstanding any other provision of this Agreement, this Agreement may be
terminated at any time without the payment of any penalty, by the Trust’s board of
trustees, or by vote of a majority of the outstanding shares of the class of stock
representing an interest in the Portfolio on sixty days written notice to the Advisor and
Sub-Advisor, or by the Advisor, or by the Sub-Advisor, on sixty days written notice to
the other. This Agreement shall automatically terminate in the event of its assignment or
in the event of the termination of the investment advisory agreement between the Advisor
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and the Trust regarding the Advisor’s management of the Portfolio (in which case, the Advisor will
immediately notify the Sub-Advisor in writing regarding the termination of this Agreement).
24. This Agreement may be amended by the parties only if such amendment is
specifically approved by (a) a majority of those trustees who are not parties to this
Agreement or interested persons of any such party cast in person at a meeting called for
the purpose of voting on such approval, and, if required by applicable law or (b) a
majority of votes attributable to the outstanding Trust shares of the class representing an
interest in the Portfolio.
25. The terms “assignment”, “affiliated person” and “interested person”, when used in
this Agreement, shall have the respective meanings specified in the 1940 Act. The term
“majority of the outstanding shares of the class” means the lesser of (a) 67% or more of
the votes attributable to shares of such class present at a meeting if more than 50% of the
votes attributable to such shares are present or represented by proxy or (b) more than
50% of the votes attributable to shares of such class.
26. This Agreement shall be construed in accordance with laws of the State of
Delaware, and applicable provisions of the Advisers Act and 1940 Act.
27. 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.
28. All notices and other communications required by or pertaining to this Agreement
shall be in writing sent by email, facsimile, delivered in person or by messenger,
overnight courier (which provides evidence of delivery) or certified mail with a return
receipt to the parties at the following addresses (or at such other address or number for a
party as may be specified by like notice):
If to the Advisor or
|
MLIG Variable Insurance Trust | |
the Trust:
|
0000 Xxxxxxx Xxxxx Xxxxx, 0xx Xxxxx | |
| Xxxxxxxxxx, XX 00000 | ||
| Attention: Chief compliance Officer | ||
| Email: xxxx_xxxxx@xx.xxx | ||
| Fax: 000-000-0000 | ||
If to the Sub-Advisor:
|
(A) For General Investment Matters: | |
| NFJ Investment Group L.P. | ||
| 0000 Xxxx Xxxxxx, Xxxxx 000 | ||
| Xxxxxx, XX 00000 | ||
| Attention: Portfolio Management Notices Email: xxxxxxxxxxxxxx@xxxxxx.xxx |
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| Fax: 000-000-0000 | ||
| With a copy at the same address to the Compliance | ||
| Department: | ||
| Attention: Compliance Department | ||
| Email: xxxxxxxxxx@xxxxxx.xxx | ||
| Fax: 000-000-0000 | ||
| (B) For Operational Matters (such as withdrawals, | ||
| contributions, etc.): | ||
| Attention: Operations Department | ||
| Email: operations@xxx@xxxxxx.xxx | ||
| Fax: 000-000-0000 |
If notices to the Sub-Advisor relating to Operational Matters (such as contributions,
withdrawals, etc.) are not sent to the Sub-Advisor’s notice address for Operational Matters as set
forth above, such matters may not be processed or may not be processed in a timely manner and the
Sub-Advisor will not be responsible for any losses or damages resulting from or arising out of any
such delay or failure to process.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the
date first above written.
| Xxxxxx Advisors, LLC | ||||||
| By: | /s/ Xxx X. Xxxxxxxxx | |||||
| Name: | Xxx X. Xxxxxxxxx | |||||
| Title: | Treasurer & Chief Financial Officer | |||||
ATTEST:
| NFJ Investment Group L.P. | ||||||
| By: | /s/ Xxxxxxx Xxxxxxxx
|
|||||
| Title | Managing Director/COO | |||||
ATTEST:
| By: | /s/ Xxx Xxxxxxx
|
|||||
| Title | Managing Director/Founder | |||||
ATTEST:
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