Common use of Investment Description; Appointment Clause in Contracts

Investment Description; Appointment. WM Advisors desires to employ such portion of the capital of the Fund as may from time to time be determined by WM Advisors by investing and reinvesting in investments of the kind and in accordance with the limitations specified in the Trust's Master Trust Agreement, as amended, and in the Prospectus and Statement of Additional Information relating to the Fund as in effect and which may be amended from time to time, and in such manner and to such extent as may from time to time be approved by the Board of Trustees of the Trust. Copies of the Fund's Prospectus and Statement of Additional Information and the Trust's Master Trust Agreement, as amended, have been or will be submitted to the Sub-Advisor. WM Advisors agrees to provide copies of all amendments or supplements to the Fund's Prospectus and Statement of Additional Information and the Trust's Master Trust Agreement to the Sub-Advisor during the continuance of this Agreement before or at the time such amendments or supplements become effective. WM Advisors agrees to furnish the Sub-Advisor with minutes of meetings of the Board of Trustees of the Trust to the extent they may affect the duties of the Sub-Advisor, a certified copy of any financial statements or reports prepared for the Fund by certified or independent public accountants, and with copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange, and any further materials or information which the Sub-Advisor may reasonably request to enable it to perform its functions under this Agreement. WM Advisors desires to employ and hereby appoints the Sub-Advisor to act as investment sub-adviser to the Fund. The Sub-Advisor accepts the appointment and agrees to furnish the services described herein for the compensation set forth below.

Appears in 11 contracts

Samples: Investment Sub Advisory Agreement (Wm Variable Trust), Principal Variable Contracts Fund Inc, Wm Trust I

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Investment Description; Appointment. WM Advisors desires to employ such portion of the capital of the Fund as may from time to time be determined by WM Advisors by investing and reinvesting in investments of the kind and in accordance with the limitations specified in the Trust's Master Trust Agreement, as amended, the Bylaws, as amended, and in the Prospectus and Statement of Additional Information relating to the Fund as in effect and which may be amended from time to time, and in such manner and to such extent as may from time to time be approved by the Board of Trustees of the Trust. Copies of the Fund's Prospectus and Statement of Additional Information Information, Bylaws, and the Trust's Master Trust Agreement, each as amended, have been or will be submitted to the Sub-Advisor. WM Advisors agrees to provide copies of all amendments or supplements to the Fund's Prospectus and Statement of Additional Information Information, Bylaws, and the Trust's Master Trust Agreement to the Sub-Advisor during the continuance of this Agreement before or at the time such amendments or supplements become effectiveeffective provided, however, that if any such amendment or supplement relates to the Sub-Advisor or may reasonably be expected to materially affect the Sub-Advisor's duties or obligations under this Agreement, WM Advisors agrees to provide copies of such amendment or supplement prior to its effectiveness. WM Advisors agrees to furnish the Sub-Advisor with minutes of meetings of resolutions approved by the Board of Trustees of the Trust to the extent they may affect the duties of the Sub-Advisor, a certified copy of any financial statements or reports prepared for the Fund by certified or the Trust's independent registered public accountants, and with copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange, and any further materials or information which the Sub-Advisor may reasonably request to enable it to perform its functions under this Agreementthe services hereunder. WM Advisors desires to employ and hereby appoints the Sub-Advisor to act as investment sub-adviser to the Fundportion of the Fund allocated to the Sub-Advisor by WM Advisors from time to time. The Sub-Advisor accepts the appointment and agrees to furnish the services described herein for the compensation set forth below.

Appears in 5 contracts

Samples: Sub Advisory Agreement (Wm Strategic Asset Management Portfolios), Sub Advisory Agreement (Principal Variable Contracts Fund Inc), Management Agreement (Wm Variable Trust)

Investment Description; Appointment. WM Advisors desires to employ such portion of the capital of the Fund as may from time to time be determined by WM Advisors by investing and reinvesting in investments of the kind and in accordance with the limitations specified in the Trust's Master Trust Agreement, as amended, the Bylaws, as amended, and in the Prospectus and Statement of Additional Information relating to the Fund as in effect and which may be amended from time to time, and in such manner and to such extent as may from time to time be approved by the Board of Trustees of the Trust. Copies of the Fund's Prospectus and Statement of Additional Information Information, Bylaws, and the Trust's Master Trust Agreement, each as amended, have been or will be submitted to the Sub-Advisor. WM Advisors agrees to provide copies of all amendments or supplements to the Fund's Prospectus and Statement of Additional Information Information, Bylaws, and the Trust's Master Trust Agreement to the Sub-Advisor during the continuance of this Agreement before or at the time such amendments or supplements become effective; provided, however, that if any such amendment or supplement relates to the Sub-Advisor or may reasonably be expected to materially affect the Sub-Advisor's duties or obligations under this Agreement, WM Advisors agrees to provide copies of such amendment or supplement prior to its effectiveness. WM Advisors agrees to furnish the Sub-Advisor with minutes of meetings of resolutions approved by the Board of Trustees of the Trust to the extent they may affect the duties of the Sub-Advisor, a certified copy of any financial statements or reports prepared for the Fund by certified or the Trust's independent registered public accountants, and with copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange, and any further materials or information which the Sub-Advisor may reasonably request to enable it to perform its functions under this Agreementservices hereunder. WM Advisors desires to employ and hereby appoints the Sub-Advisor to act as investment sub-adviser to the Fundportion of the Fund allocated to the Sub-Advisor by WM Advisors from time to time. The Sub-Advisor accepts the appointment and agrees to furnish the services described herein for the compensation set forth below.

Appears in 5 contracts

Samples: Sub Advisory Agreement (Wm Strategic Asset Management Portfolios), Principal Variable Contracts Fund Inc, Wm Trust I

Investment Description; Appointment. WM Advisors desires to employ such portion of the capital of the Fund as may from time to time be determined by WM Advisors by investing and reinvesting in investments of the kind and in accordance with the limitations specified in the Trust's Master Trust Agreement, as amended, and in the Prospectus and Statement of Additional Information relating to the Fund as in effect and which may be amended from time to time, and in such manner and to such extent as may from time to time be approved by the Board of Trustees of the Trust. Copies of the Fund's Prospectus and Statement of Additional Information and the Trust's Master Trust Agreement, as amended, have been or will be submitted to the Sub-Advisor. WM Advisors agrees to provide copies of all amendments or supplements to the Fund's Prospectus and Statement of Additional Information and the Trust's Master Trust Agreement to the Sub-Advisor during the continuance of this Agreement before or at the time such amendments or supplements become effective. Until WM Advisors delivers any such amendment or supplement to the Sub-Advisor, the Sub-Advisor shall be fully protected in relying on the Prospectus and Statement of Additional information and any supplements thereto previously furnished to the Sub-Advisor. WM Advisors agrees to furnish the Sub-Advisor with minutes of meetings of the Board of Trustees of the Trust to the extent they may affect the duties of the Sub-Advisor, a certified copy of any financial statements or reports prepared for the Fund by certified or independent public accountants, and with copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange, and any further materials or information which the Sub-Advisor may reasonably request to enable it to perform its functions under this Agreement. WM Advisors desires to employ and hereby appoints the Sub-Advisor to act as investment sub-adviser advisor to the Fund. The Sub-Advisor accepts the appointment and agrees to furnish the services described herein for the compensation set forth below.

Appears in 3 contracts

Samples: Sub Advisory Agreement (Principal Variable Contracts Fund Inc), Wm Variable Trust, Wm Strategic Asset Management Portfolios

Investment Description; Appointment. WM Advisors The Manager, with the approval of the Trust, desires to employ such portion and hereby appoints the Sub-Adviser to act as investment sub-adviser to the Funds. The Sub-Adviser accepts the appointment and agrees to furnish the services described herein for the compensation set forth below. In performance of its duties, the capital of the Fund as may from time to time be determined by WM Advisors by investing and reinvesting in investments of the kind and in accordance Sub-Adviser will comply with the limitations specified in the Trust's Master Trust Agreement, the By-laws of the Trust and the stated investment objectives, policies and restrictions of each Fund as amended, and set forth in the Prospectus and Trust's Registration Statement of Additional Information relating to the Fund on Form N-1A, File No. 33-57732, as in effect and which may be amended from time to timetime (the "Registration Statement"), and in such manner and to such extent as may from time to time be approved by the Board of Trustees of the Trust. Copies of the Fund's Prospectus and Statement of Additional Information and the Trust's Master Trust Agreement, as amendedRegistration Statement, have been or will be submitted to the Sub-AdvisorSub- Adviser. WM Advisors agrees to provide copies Copies of all amendments or supplements to the Fund's Prospectus and Registration Statement of Additional Information and the Trust's Master Agreement and Declaration of Trust Agreement will be provided to the Sub-Advisor Sub- Adviser during the continuance of this Agreement before or at the time such amendments or supplements become effective. WM Advisors The Manager agrees to furnish the Sub-Advisor Adviser with minutes of meetings of the Board of Trustees of the Trust to the extent they may affect the duties of the Sub-AdvisorAdviser, a certified copy of any financial statements or reports prepared for the Fund by certified or independent public accountantsaccountants for the Trust which relate to the Funds, and with copies of any financial statements or reports made by the Fund Trust to its shareholders or to any governmental body or securities exchange, and any further materials or information which the Sub-Advisor Adviser may reasonably request to enable it to perform its functions under this Agreement. WM Advisors desires to employ and hereby appoints the Sub-Advisor to act as investment sub-adviser to the Fund. The Sub-Advisor accepts the appointment and agrees to furnish the services described herein for the compensation set forth below.

Appears in 2 contracts

Samples: Investment Sub Advisory Agreement (Sierra Variable Trust), Investment Sub Advisory Agreement (Sierra Variable Trust)

Investment Description; Appointment. WM Advisors The Trust, which is divided into segments including the segment known as the NWQ Large Cap Portfolio ( the "Portfolio") desires to employ such portion of its capital relating to the capital of the Fund as may from time to time be determined by WM Advisors Portfolio by investing and reinvesting in investments of the kind and in accordance with the investment(s), policies and limitations specified in the prospectus (the "Prospectus") and the statement of additional information (the "SAI") filed with the Securities and Exchange Commission (the "SEC") as part of the Trust's Master Trust AgreementRegistration Statement on Form N-1A, as amended, and in the Prospectus and Statement of Additional Information relating to the Fund as in effect and which may be amended or supplemented from time to time, and in such the manner and to such the extent as may from time to time be approved by the Board of Trustees of the TrustTrust (the "Board"). Copies TAMIC will supply copies of the Fund's Prospectus and Statement of Additional Information and the Trust's Master Trust Agreement, as amended, have been or will be submitted SAI to the Sub-AdvisorAdviser promptly after the Trust's Registration Statement is declared effective. WM Advisors TAMIC agrees promptly to provide copies of all amendments or and supplements to the Fund's current Prospectus and Statement the SAI, and copies of Additional Information and any procedures adopted by the Trust's Master Trust Agreement Board applicable to the Sub-Advisor during Adviser and any amendments thereto (the continuance of this Agreement before "Board Procedures"), to the Sub-Adviser on an on-going basis. Until TAMIC delivers any such amendment or at supplement or Board Procedures, the time such amendments or supplements become effectiveSub-Adviser shall be fully protected in relying on the Prospectus and SAI and any Board Procedures, if any, as previously furnished to the Sub-Adviser. WM Advisors agrees to In addition, TAMIC shall furnish the Sub-Advisor Adviser with minutes of meetings of the Board of Trustees of the Trust to the extent they may affect the duties of the Sub-Advisor, a certified copy of any financial statements statement or reports report prepared for the Fund Trust with respect to the Portfolio by certified or independent public accountants, and with copies of any financial statements or reports made by the Fund Trust to its shareholders or to any governmental body state or securities exchange, and federal regulatory agency. TAMIC shall also inform the Sub-Adviser of the results of any audits or examinations by regulatory authorities pertaining to the Portfolio. TAMIC further agrees to furnish the Sub-Adviser with any materials or information which that the Sub-Advisor Adviser may reasonably request to enable it to perform its functions under this Agreement. WM Advisors desires TAMIC and the Trust desire to employ and hereby appoints appoint the Sub-Advisor Adviser to act as investment the sub-investment adviser to the FundPortfolio. The Subject to the terms and conditions of this Agreement, Sub-Advisor Adviser accepts the appointment and agrees to furnish the services described herein for the compensation and for the term set forth below. Except as specified herein, the Sub-Adviser agrees that it shall not delegate any material obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of both the Trust and TAMIC.

Appears in 1 contract

Samples: Travelers Series Trust

Investment Description; Appointment. WM Advisors The Trust, which is divided into segments including the segment known as the Strategic Stock Portfolio ( the "Portfolio") desires to employ such portion of its capital relating to the capital of the Fund as may from time to time be determined by WM Advisors Portfolio by investing and reinvesting in investments of the kind and in accordance with the investment(s), policies and limitations specified in the prospectus (the "Prospectus") and the statement of additional information (the "SAI") filed with the Securities and Exchange Commission (the "SEC") as part of the Trust's Master Trust AgreementRegistration Statement on Form N-1A, as amended, and in the Prospectus and Statement of Additional Information relating to the Fund as in effect and which may be amended or supplemented from time to time, and in such the manner and to such the extent as may from time to time be approved by the Board of Trustees of the TrustTrust (the "Board"). Copies TAMIC will supply copies of the Fund's Prospectus and Statement of Additional Information and the Trust's Master Trust Agreement, as amended, have been or will be submitted SAI to the Sub-AdvisorAdviser promptly after the Trust's Registration Statement is declared effective. WM Advisors TAMIC agrees promptly to provide copies of all amendments or and supplements to the Fund's current Prospectus and Statement the SAI, and copies of Additional Information and any procedures adopted by the Trust's Master Trust Agreement Board applicable to the Sub-Advisor during Adviser and any amendments thereto (the continuance of this Agreement before "Board Procedures"), to the Sub-Adviser on an on-going basis. Until TAMIC delivers any such amendment or at supplement or Board Procedures, the time such amendments or supplements become effectiveSub-Adviser shall be fully protected in relying on the Prospectus and SAI and any Board Procedures, if any, as previously furnished to the Sub-Adviser. WM Advisors agrees to In addition, TAMIC shall furnish the Sub-Advisor Adviser with minutes of meetings of the Board of Trustees of the Trust to the extent they may affect the duties of the Sub-Advisor, a certified copy of any financial statements statement or reports report prepared for the Fund Trust with respect to the Portfolio by certified or independent public accountants, and with copies of any financial statements or reports made by the Fund Trust to its shareholders or to any governmental body state or securities exchange, and federal regulatory agency. TAMIC shall also inform the Sub-Adviser of the results of any audits or examinations by regulatory authorities pertaining to the Portfolio. TAMIC further agrees to furnish the Sub-Adviser with any materials or information which that the Sub-Advisor Adviser may reasonably request to enable it to perform its functions under this Agreement. WM Advisors desires TAMIC and the Trust desire to employ and hereby appoints appoint the Sub-Advisor Adviser to act as investment the sub-investment adviser to the FundPortfolio. The Subject to the terms and conditions of this Agreement, Sub-Advisor Adviser accepts the appointment and agrees to furnish the services described herein for the compensation and for the term set forth below. Except as specified herein, the Sub-Adviser agrees that it shall not delegate any material obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of both the Trust and TAMIC.

Appears in 1 contract

Samples: Travelers Series Trust

Investment Description; Appointment. WM Advisors Account GIS desires to employ such portion of the its capital of the Fund as may from time to time be determined by WM Advisors by investing and reinvesting in investments of the kind and in accordance with the investment(s), policies and limitations specified in the Trustprospectus (the "Prospectus") and the statement of additional information (the "SAI") filed with the Securities and Exchange Commission (the "SEC") as part of Account GIS's Master Trust AgreementRegistration Statement on Form N-3, as amended, and in the Prospectus and Statement of Additional Information relating to the Fund as in effect and which may be amended or supplemented from time to time, and in such the manner and to such the extent as may from time to time be approved by the Board of Trustees Managers of Account GIS (the "Board"). TAMIC will supply copies of the Trust. Copies of the Fund's Prospectus and Statement of Additional Information and the Trust's Master Trust Agreement, as amended, have been or will be submitted SAI to the Sub-AdvisorAdviser promptly after Account GIS's Registration Statement is declared effective. WM Advisors TAMIC agrees promptly to provide copies of all amendments or and supplements to the Fund's current Prospectus and Statement the SAI, and copies of Additional Information and any procedures adopted by the Trust's Master Trust Agreement Board applicable to the Sub-Advisor during Adviser and any amendments thereto (the continuance of this Agreement before "Board Procedures"), to the Sub-Adviser on an on-going basis. Until TAMIC delivers any such amendment or at supplement or Board Procedures, the time such amendments or supplements become effectiveSub-Adviser shall be fully protected in relying on the Prospectus and SAI and any Board Procedures, if any, as previously furnished to the Sub-Adviser. WM Advisors agrees to In addition, TAMIC shall furnish the Sub-Advisor Adviser with minutes of meetings of the Board of Trustees of the Trust to the extent they may affect the duties of the Sub-Advisor, a certified copy of any financial statements statement or reports report prepared for the Fund Account GIS by certified or independent public accountants, and with copies of any financial statements or reports made by the Fund Account GIS to its shareholders contract owners or to any governmental body state or securities exchange, and federal regulatory agency. TAMIC shall also inform the Sub-Adviser of the results of any audits or examinations by regulatory authorities pertaining to Account GIS. TAMIC further agrees to furnish the Sub-Adviser with any materials or information which that the Sub-Advisor Adviser may reasonably request to enable it to perform its functions under this Agreement. WM Advisors TAMIC and Account GIS desires to employ and hereby appoints appoint the Sub-Advisor Adviser to act as investment the sub-investment adviser to Account GIS. Subject to the Fund. The terms and conditions of this 4 Agreement, Sub-Advisor Adviser accepts the appointment and agrees to furnish the services described herein for the compensation and for the term set forth below. Except as specified herein, the Sub-Adviser agrees that it shall not delegate any material obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of both Account GIG and TAMIC.

Appears in 1 contract

Samples: Travelers Growth & Income Stock Acct for Variable Annuities

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Investment Description; Appointment. WM Advisors The Trust, which is divided into segments including the segment known as the Disciplined Small Cap Stock Portfolio ( the "Portfolio") desires to employ such portion of its capital relating to the capital of the Fund as may from time to time be determined by WM Advisors Portfolio by investing and reinvesting in investments of the kind and in accordance with the investment(s), policies and limitations specified in the prospectus (the "Prospectus") and the statement of additional information (the "SAI") filed with the Securities and Exchange Commission (the "SEC") as part of the Trust's Master Trust AgreementRegistration Statement on Form N-1A, as amended, and in the Prospectus and Statement of Additional Information relating to the Fund as in effect and which may be amended or supplemented from time to time, and in such the manner and to such the extent as may from time to time be approved by the Board of Trustees of the TrustTrust (the "Board"). Copies TAMIC will supply copies of the Fund's Prospectus and Statement of Additional Information and the Trust's Master Trust Agreement, as amended, have been or will be submitted SAI to the Sub-AdvisorAdviser promptly after the Trust's Registration Statement is declared effective. WM Advisors TAMIC agrees promptly to provide copies of all amendments or and supplements to the Fund's current Prospectus and Statement the SAI, and copies of Additional Information and any procedures adopted by the Trust's Master Trust Agreement Board applicable to the Sub-Advisor during Adviser and any amendments thereto (the continuance of this Agreement before "Board Procedures"), to the Sub-Adviser on an on-going basis. Until TAMIC delivers any such amendment or at supplement or Board Procedures, the time such amendments or supplements become effectiveSub-Adviser shall be fully protected in relying on the Prospectus and SAI and any Board Procedures, if any, as previously furnished to the Sub-Adviser. WM Advisors agrees to In addition, TAMIC shall furnish the Sub-Advisor Adviser with minutes of meetings of the Board of Trustees of the Trust to the extent they may affect the duties of the Sub-Advisor, a certified copy of any financial statements statement or reports report prepared for the Fund Trust with respect to the Portfolio by certified or independent public accountants, and with copies of any financial statements or reports made by the Fund Trust to its shareholders or to any governmental body state or securities exchange, and federal regulatory agency. TAMIC shall also inform the Sub-Adviser of the results of any audits or examinations by regulatory authorities pertaining to the Portfolio. TAMIC further agrees to furnish the Sub-Adviser with any materials or information which that the Sub-Advisor Adviser may reasonably request to enable it to perform its functions under this Agreement. WM Advisors desires TAMIC and the Trust desire to employ and hereby appoints appoint the Sub-Advisor Adviser to act as investment the sub-investment adviser to the FundPortfolio. The Subject to the terms and conditions of this Agreement, Sub-Advisor Adviser accepts the appointment and agrees to furnish the services described herein for the compensation and for the term set forth below. Except as specified herein, the Sub-Adviser agrees that it shall not delegate any material obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of both the Trust and TAMIC.

Appears in 1 contract

Samples: Travelers Series Trust

Investment Description; Appointment. WM Advisors The Trust desires to employ such portion of the capital of the Fund as may from time to time be determined by WM Advisors Trust by investing and reinvesting in investments of the kind and in accordance with the limitations specified in the its Agreement and Declaration of Trust's Master Trust Agreement, as amended, and in the Prospectus and Statement of Additional Information relating to the Fund as in effect and which may be amended from time to time, and in the Trust's Prospectus(es) and Statement(s) of Additional Information as from time to time in effect (the "Prospectus" and "SAI," respectively), and in such manner and to such extent as may from time to time be approved by the Board of Trustees of the Trust. Copies of the FundTrust's Prospectus and Statement of Additional Information and the Trust's Master Trust Agreement, as amended, SAI have been or will be submitted to the Sub-AdvisorAdviser. WM Advisors agrees to provide copies of all amendments or supplements to the Fund's Prospectus and Statement of Additional Information and the Trust's Master The Trust Agreement to the Sub-Advisor during the continuance of this Agreement before or at the time such amendments or supplements become effective. WM Advisors agrees to furnish the Sub-Advisor with minutes of meetings of the Board of Trustees of the Trust to the extent they may affect the duties of the Sub-Advisor, a certified copy of any financial statements or reports prepared for the Fund by certified or independent public accountants, and with copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange, and any further materials or information which the Sub-Advisor may reasonably request to enable it to perform its functions under this Agreement. WM Advisors desires to employ and hereby appoints the Sub-Advisor Adviser to act as investment sub-adviser to the FundTrust. The Sub-Advisor Adviser accepts the appointment and agrees to furnish the services described herein for the compensation set forth below. 0.Xxxxxxxx as Investment Adviser Subject to the supervision and direction of the Board of Trustees of the Trust, the Adviser will (a) act in strict conformity with the Trust's Agreement and Declaration of Trust, the Investment Company Act of 1940 (the "1940 Act") and the Investment Advisers Act of 1940, as the same may from time to time be amended, (b) manage the Trust's assets in accordance with the Trust's investment objective and policies as stated in the Trust's Prospectus and SAI, (c) make investment decisions for the Trust, (d) place purchase and sale orders for securities on behalf of the Trust, (e) exercise voting rights in respect of portfolio securities and other investments for the Trust, and (f) monitor and evaluate the services provided by the Trust's investment sub-adviser(s), if any, under the terms of the applicable investment sub-advisory agreement(s). In providing those services, the Adviser will provide investment research and supervision of the Trust's investments and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the Trust's assets. In addition, the Adviser will furnish the Trust with whatever statistical information the Trust may reasonably request with respect to the securities that the Trust may hold or contemplate purchasing. Subject to the approval of the Board of Trustees of the Trust and where required, the Trust's shareholders, the Adviser may engage an investment sub-adviser or sub-advisers to provide advisory services in respect of the Trust and may delegate to such investment sub-adviser(s) the responsibilities described in subparagraphs (b), (c), (d) and (e) above. In the event that an investment sub-adviser's engagement has been terminated, the Adviser shall be responsible for furnishing the Trust with the services required to be performed by such investment sub-adviser(s) under the applicable investment sub-advisory agreements or arranging for a successor investment sub-adviser(s) to provide such services on terms and conditions acceptable to the Trust and the Trust's Board of Trustees and subject to the requirements of the 1940 Act. 3.Brokerage In executing transactions for the Trust, selecting brokers or dealers and negotiating any brokerage commission rates, the Adviser will use its best efforts to seek the best overall terms available. In assessing the best overall terms available for any portfolio transaction, the Adviser will consider all factors it deems relevant including, but not limited to, breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer and the reasonableness of any commission for the specific transaction and for transactions executed through the broker or dealer in the aggregate. In selecting brokers or dealers to execute a particular transaction and in evaluating the best overall terms available, the Adviser may consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as the same may from time to time be amended) provided to the Trust and/or other accounts over which the Adviser or an affiliate exercises investment discretion. 4.Information Provided to the Trust The Adviser will keep the Trust informed of developments materially affecting the Trust, and will, on its own initiative, furnish the Trust from time to time with whatever information the Adviser believes is appropriate for this purpose. 5.Standard of Care The Adviser shall exercise its best judgment in rendering the services listed in paragraphs 2, 3 and 4 above. The Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates, provided that nothing herein shall be deemed to protect or purport to protect the Adviser against any liability to the Trust or to shareholders of the Trust to which the Adviser would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or by reason of the Adviser's reckless disregard of its obligations and duties under this Agreement. 6.Compensation In consideration of the services rendered pursuant to this Agreement, the Trust will pay the Adviser an annual fee calculated at an annual rate of 1.25% for the Emerging Markets Portfolio, 1.25% of the Portfolio's average daily net assets. The fee for the period from the date of this Agreement to the end of the year shall be prorated according to the proportion that such period bears to the full yearly period. Upon any termination of this Agreement before the end of a year, the fee for such part of that year shall be prorated according to the proportion that such period bears to the full yearly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the Adviser, the value of the Trust's net assets shall be computed at the times and in the manner specified in the Trust's Prospectus or SAI. 7.Expenses The Adviser will bear all expenses in connection with the performance of its services under this Agreement. The Trust will bear its proportionate share of certain other expenses to be incurred in its operation, including: investment advisory and administration fees; taxes, interest, brokerage fees and commissions, if any; fees of Trustees of the Trust who are not officers, directors, or employees of the Adviser, any sub-adviser or any of their affiliates; fees of any pricing service employed to value shares of the Trust; Securities and Exchange Commission fees and state blue sky qualification fees; charges of custodians and transfer and dividend disbursing agents; the Trust's proportionate share of insurance premiums; outside auditing and legal expenses; costs of maintenance of the Trust's existence; costs attributable to investor services, including, without limitation, telephone and personnel expenses; costs of preparing and printing prospectuses and statements of additional information for regulatory purposes and for distribution to existing shareholders; costs of shareholders' reports and meetings of the shareholders of the Trust and of the officers or Board of Trustees of the Trust; and any extraordinary expenses. The Trust will be responsible for nonrecurring expenses which may arise, including costs of litigation to which the Trust is a party and of indemnifying officers and Trustees of the Trust with respect to such litigation and other expenses as determined by the Trustees. 0.

Appears in 1 contract

Samples: Investment Advisory Agreement (Credit Suisse Trust)

Investment Description; Appointment. WM Advisors The Trust desires to employ such portion of the its capital of relating to the Fund as may from time to time be determined by WM Advisors by investing and reinvesting in investments of the kind and in accordance with the investment objective(s), policies and limitations specified in the Trust's Master Trust Agreementprospectus (the Prospectus) and the statement of additional information (the Statement) describing the Fund filed with the Securities and Exchange Commission as part of the Trust?s Registration Statement on Form N-1A, as amended, and in the Prospectus and Statement of Additional Information relating to the Fund as in effect and which may be amended or supplemented from time to time, and in such the manner and to such the extent as may from time to time be approved by the Board of Trustees of the TrustTrust (the Board). Copies of the Fund's Prospectus and the Statement of Additional Information and the Trust's Master Trust Agreement, as amended, have been or will be submitted to the Sub-AdvisorSubadviser. WM Advisors The Manager agrees promptly to provide copies of all amendments or and supplements to the Fund's current Prospectus and the Statement to the Subadviser on an on-going basis. Until the Manager delivers any such amendment or supplement to the Subadviser, the Subadviser shall be fully protected in relying on the Prospectus and Statement of Additional Information as previously furnished to the Subadviser. The Trust employs the Manager as the manager to the Fund pursuant to a management agreement dated August 1, 2006 (the Management Agreement), and the Trust's Master Trust Agreement to the Sub-Advisor during the continuance of this Agreement before or at the time such amendments or supplements become effective. WM Advisors agrees to furnish the Sub-Advisor with minutes of meetings of the Board of Trustees of the Trust to the extent they may affect the duties of the Sub-Advisor, a certified copy of any financial statements or reports prepared for the Fund by certified or independent public accountants, and with copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange, and any further materials or information which the Sub-Advisor may reasonably request to enable it to perform its functions under this Agreement. WM Advisors desires to employ and Manager hereby appoints the Sub-Advisor Subadviser to act as investment sub-adviser subadviser to the Fund. The Sub-Advisor Subadviser accepts the appointment and agrees to furnish the services described herein for the compensation set forth below.. 2. Services as Subadviser Subject to the supervision, direction and approval of the Board of the Trust and the Manager, the Subadviser shall conduct a continual program of investment, evaluation and, if appropriate in the view of the Subadviser, sale and reinvestment of the Fund?s assets. The Subadviser is authorized, in its sole discretion and without prior consultation with the Manager, to: (a) manage the Fund?s assets in accordance with the Fund?s investment objective(s) and policies as stated in the Prospectus and the Statement; (b) make investment decisions for the Fund; (c) select brokers and dealers, and place purchase and sale orders for portfolio transactions on behalf of the Fund; and (d) employ professional portfolio managers and securities analysts who provide research services to the Fund. In addition, (i) the Subadviser shall furnish the Manager daily information concerning portfolio transactions and quarterly and annual reports concerning transactions and performance of the Fund in such form as may be mutually agreed upon, and the Subadviser agrees to review the Fund and discuss the management of it with the Manager and the Board of Trustees of the Trust whenever the Manager or the Board may reasonably request. The Subadviser will assist the Manager and the Board of Trustees in valuing and monitoring the valuation of portfolio securities held by the Fund. The Subadviser will meet periodically with the Manager and the Board of Trustees of the Trust at such times as may be reasonably requested by the Manager or the Board. The Subadviser will meet with third parties at the request of the Manager at such times as the Subadviser and the Manager may agree in writing from time to time. (ii) Unless the Manager gives the Subadviser written instructions to the contrary, the Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Fund?s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Fund may be invested. (iii) The Subadviser shall maintain compliance procedures for the Fund that it reasonably believes are adequate to ensure that the Subadviser?s management of the Fund?s assets is in compliance with (A) the 1940 Act and the rules and regulations promulgated thereunder and (B) the Fund?s investment objective(s) and policies as stated in the Prospectus and Statement. The Subadviser shall maintain compliance procedures that it reasonably believes are adequate to ensure its compliance with the Advisers Act. (iv) The Subadviser has adopted a written code of ethics that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act, which it will provide to the Trust. The Subadviser has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information by the Subadviser and its employees as required by the Xxxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988. (v) The Subadviser shall maintain and preserve all books and records required to be kept by the Subadviser with respect to the services provided pursuant to this Agreement as are required by rules adopted by the Securities and Exchange Commission (the Commission) under Section 31(a) of the 1940 Act. The Subadviser shall also furnish to the Manager any other information relating to the assets of the Fund that is required to be filed by the Manager or the Trust with the Commission or sent to shareholders under the 1940 Act and the rules thereunder. The Subadviser agrees that all records it maintains on behalf of the Fund are the property of the Fund and the Subadviser will surrender promptly to the Fund any of such records upon the Fund?s request, provided, however, that the Subadviser may retain a copy of such records. (vi) Subject to the limitations on services for other registered investment companies provided in section 10 hereof, the Manager understands that the Subadviser now acts, will continue to act and may act in the future as investment manager or adviser to fiduciary and other managed accounts, and as investment manager or adviser to other investment companies, including any offshore entities, or accounts, and the Manager has no objection to the Subadviser?s so acting, provided that whenever the Fund and one or more other investment companies or accounts managed or advised by the Subadviser have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with a formula believed by the Subadviser to be equitable to each company and account. The Manager recognizes that in some cases this procedure may adversely affect the size of the position obtainable for the Fund. In addition, the Manager understands that the persons employed by the Subadviser to assist in the performance of the Subadviser?s duties under this Agreement will not devote their full time to such service and nothing contained in this Agreement shall be deemed to limit or restrict the right of the Subadviser or any affiliate of the Subadviser to engage in and devote time and attention to other businesses or to render services of whatever kind or nature. 3. Brokerage In selecting brokers or dealers (including, if permitted by applicable law, Citigroup Global Markets Inc. or any other broker or dealer affiliated with Citigroup Inc. or any broker or dealer affiliated with the Manager or the Subadviser) to execute transactions on behalf of the Fund, the Subadviser will seek the best overall terms available. In assessing the best overall terms available for any transaction, the Subadviser will consider factors it deems relevant, including, but not limited to, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. In selecting brokers or dealers to execute a particular transaction, and in evaluating the best overall terms available, the Subadviser is authorized to consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Fund and/or other accounts over which the Subadviser or its affiliates exercise investment discretion. Nothing in this paragraph shall be deemed to prohibit the Subadviser from paying an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker, or dealer would have charged for effecting that transaction, if the Subadviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker, or dealer, viewed in terms of either that particular transaction or its overall responsibilities with respect to the Fund and/or other accounts over which the Subadviser or its affiliates exercise investment discretion. 4. Information Provided to the Trust and the Manager The Subadviser shall keep the Trust and the Manager informed of developments materially affecting the Fund?s holdings, and shall, on its own initiative, furnish the Trust and the Manager from time to time with whatever information the Subadviser believes is appropriate for this purpose. In addition, the Subadviser shall supply all such information to the Board of the Trust as the Board may request to enable the Board to review this Agreement consistent with Sections 15 and 36 of the 1940 Act. 5. Compensation In consideration of the services rendered pursuant to this Agreement, the Manager shall pay to the Subadviser out of the management fee it receives from the Fund, and only to the extent thereof, an annual fee calculated at the rate of 0.50% of the Fund?s average daily net assets up to $1.5 billion and 0.40% of the Fund?s average daily net assets in excess of $1.5 billion; the fee is calculated daily and paid monthly. The Subadviser shall have no right to obtain compensation directly from the Trust for services provided hereunder and agrees to look solely to the Manager for payment of fees due. The fee for the period from the Effective Date (defined below) of the Agreement to the end of the month during which the Effective Date occurs shall be prorated according to the proportion that such period bears to the full monthly period. Upon any termination of this Agreement before the end of a month, the fee for such part of that month shall be prorated according to the proportion that such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the Subadviser, the value of the Fund?s net assets shall be computed at the times and in the manner specified in the Prospectus and/or the Statement. 6. Expenses The Subadviser shall bear all expenses (excluding brokerage costs, custodian fees, auditors fees or other expenses to be borne by the Fund or the Trust) in connection with the performance of its services under this Agreement. The Fund will bear certain other expenses to be incurred in its operation, including, but not limited to, investment advisory fees, sub- advisory fees (other than sub-advisory fees paid pursuant to this Agreement) and administration fees; fees for necessary professional and brokerage services; costs relating to local administration of securities; fees for any pricing service; the costs of regulatory compliance, and pro rata costs associated with maintaining the Trust?s legal existence and shareholder relations. All other expenses not specifically assumed by the Subadviser hereunder or by the Manager under the Management Agreement are borne by the Fund or the Trust. 7. Reduction of Fee If in any fiscal year the aggregate expenses of the Fund (including fees pursuant to the Management Agreement and any other investment advisory or administration agreement, but excluding interest, taxes, brokerage and extraordinary expenses) exceed the expense limitation of any state having jurisdiction over the Fund, the Subadviser shall reduce its fee by the proportion of such excess expense equal to the proportion that its fee hereunder bears to the aggregate of fees paid by the Fund for management services in that year, to the extent required by state law. A fee reduction pursuant to this paragraph 7, if any, shall be estimated, reconciled and paid on a monthly basis. The Manager confirms that, as of the date of this Agreement, no such expense limitation is applicable to the Fund. 8. Standard of Care The Subadviser shall exercise its best judgment and shall act in good faith in rendering the services listed in paragraphs 2 and 3 above. The Subadviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund or the Manager in connection with the matters to which this Agreement relates, provided that nothing in this Agreement shall be deemed to protect or purport to protect the Subadviser against any liability to the Manager, the Trust or to the shareholders of the Fund to which the Subadviser would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or by reason of the Subadviser?s reckless disregard of its obligations and duties under this Agreement. 9. Term of Agreement This Agreement shall become effective on August 1, 2006 (the Effective Date) and shall continue for an initial two-year term and shall continue thereafter so long as such continuance is specifically approved at least annually as required by the 1940 Act. This Agreement is terminable, without penalty, (i) on 180 days? written notice by the Manager unless there has been a material breach of any of the provisions of this Agreement by the Subadviser, in which case this Agreement is terminable on 60 days? written notice by the Manager, (ii) on 60 days? written notice by the Board of the Trust or by vote of holders of a majority (as defined in the 1940 Act and the rules thereunder) of the outstanding voting securities of the Fund, or (iii) upon 60 days? written notice by the Subadviser. This Agreement will also terminate automatically in the event of its assignment (as defined in the 1940 Act and the rules thereunder). 10. Exclusivity During the term of this Agreement and any extension, renewal, or amendment hereof, the Subadviser shall not serve as adviser, manager or subadviser for any other investment company registered under the 1940 Act and offered to retail investors, other than The Olstein Financial Alert Fund, provided, however, that the foregoing shall not apply if the Agreement has been terminated by the Manager or the Trust, and provided, however, that the foregoing shall not prevent the Subadviser from rendering services as adviser, manager or subadviser to any registered investment company approved in writing by the Manager and the Board of Trustees of the Trust. 11. Notices Any notices under this Agreement shall be in writing, addressed and delivered or mailed postage paid to the other party at such address as such other party may designate for the receipt of such notice. Until further notice to the other party, it is agreed that the address of each party is as follows: (a) To the Manager: Xxxx Xxxxx Partners Fund Advisor, LLC 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 (b) To the Subadviser: Xxxxxxx & Associates, L.P. 0 Xxxxxxxxxxxxxx Xxxx Xxxxxxxx, XX 00000 12. Representations Each party hereto represents that the Agreement has been duly authorized, executed and delivered by all required corporate action. The Subadviser is organized as a partnership, and the Subadviser agrees to notify the Manager of any changes in the Subadviser?s general partners within a reasonable time after such change. The Subadviser will promptly notify the Manager of any financial condition that is likely to impair the Subadviser?s ability to fulfill its obligations under this Agreement. 13. Governing Law This Agreement is being made pursuant to, and shall be construed in accordance with, the laws of the State of New York, without giving effect to principles of conflict of laws. If the foregoing is in accordance with your understanding, kindly indicate your acceptance of this Agreement by signing and returning the enclosed copy of this Agreement. Very truly yours, XXXX XXXXX PARTNERS FUND ADVISOR, LLC By: Name: Title: XXXXXXX & ASSOCIATES, L.P. By: Olstein Advisors, LLC, its General Partner By: Name: Title:

Appears in 1 contract

Samples: Subadvisory Agreement (Legg Mason Partners Equity Trust)

Investment Description; Appointment. WM Advisors The Company desires to employ such portion of the capital of the Company's Growth Fund as may from time to time be determined by WM Advisors (the "Fund") by investing and reinvesting in investments of the kind and in accordance with the limitations specified in the Trust's its Master Trust Agreement, as amended, and in the its Prospectus and Statement of Additional Information relating to the Fund as in effect and which may be amended from time to time, and in such manner and to such extent as may from time to time be approved by the Board of Trustees of the TrustCompany. Copies of the Fund's Prospectus and Statement of Additional Information and the Trust's Master Trust AgreementInformation, as amended, have been or will be submitted to the Sub-Advisor. WM Advisors The Company agrees to provide copies of all amendments or supplements to the Fund's Prospectus and Statement of Additional Information and the TrustCompany's Master Trust Agreement to the Sub-Advisor during the continuance of this Agreement before or at the time such amendments or supplements become effective. WM Advisors The Company agrees to furnish the Sub-Advisor with minutes of meetings of the Board of Trustees of the Trust Fund to the extent they may affect the duties of the Sub-Advisor, a certified copy of any financial statements or reports prepared for the Fund Fund, by certified or independent public accountants, and with copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange, and any further materials or information which the Sub-Advisor may reasonably request to enable it to perform its functions under this Agreement. WM Advisors The Company desires to employ and hereby appoints the Sub-Advisor to act as investment sub-adviser to the Fund. The Sub-Advisor accepts the appointment and agrees to furnish the services described herein for the compensation set forth below.

Appears in 1 contract

Samples: Sub Advisory Agreement (Sierra Trust Funds)

Investment Description; Appointment. WM Advisors The Trust, which is divided into segments including the segment known as the Jurika & Voylxx Xxxe Equity Portfolio ( the "Portfolio") desires to employ such portion of its capital relating to the capital of the Fund as may from time to time be determined by WM Advisors Portfolio by investing and reinvesting in investments of the kind and in accordance with the investment(s), policies and limitations specified in the prospectus (the "Prospectus") and the statement of additional information (the "SAI") filed with the Securities and Exchange Commission (the "SEC") as part of the Trust's Master Trust AgreementRegistration Statement on Form N-1A, as amended, and in the Prospectus and Statement of Additional Information relating to the Fund as in effect and which may be amended or supplemented from time to time, and in such the manner and to such the extent as may from time to time be approved by the Board of Trustees of the TrustTrust (the "Board"). Copies TAMIC will supply copies of the Fund's Prospectus and Statement of Additional Information and the Trust's Master Trust Agreement, as amended, have been or will be submitted SAI to the Sub-AdvisorAdviser promptly after the Trust's Registration Statement is declared effective. WM Advisors TAMIC agrees promptly to provide copies of all amendments or and supplements to the Fund's current Prospectus and Statement the SAI, and copies of Additional Information and any procedures adopted by the Trust's Master Trust Agreement Board applicable to the Sub-Advisor during Adviser and any amendments thereto (the continuance of this Agreement before "Board Procedures"), to the Sub-Adviser on an on-going basis. Until TAMIC delivers any such amendment or at supplement or Board Procedures, the time such amendments or supplements become effectiveSub-Adviser shall be fully protected in relying on the Prospectus and SAI and any Board Procedures, if any, as previously furnished to the Sub-Adviser. WM Advisors agrees to In addition, TAMIC shall furnish the Sub-Advisor Adviser with minutes of meetings of the Board of Trustees of the Trust to the extent they may affect the duties of the Sub-Advisor, a certified copy of any financial statements statement or reports report prepared for the Fund Trust with respect to the Portfolio by certified or independent public accountants, and with copies of any financial statements or reports made by the Fund Trust to its shareholders or to any governmental body state or securities exchange, and federal regulatory agency. TAMIC shall also inform the Sub-Adviser of the results of any audits or examinations by regulatory authorities pertaining to the Portfolio. TAMIC further agrees to furnish the Sub-Adviser with any materials or information which that the Sub-Advisor Adviser may reasonably request to enable it to perform its functions under this Agreement. WM Advisors desires TAMIC and the Trust desire to employ and hereby appoints appoint the Sub-Advisor Adviser to act as investment the sub-investment adviser to the FundPortfolio. The Subject to the terms and conditions of this Agreement, Sub-Advisor Adviser accepts the appointment and agrees to furnish the services described herein for the compensation and for the term set forth below. Except as specified herein, the Sub-Adviser agrees that it shall not delegate any material obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of both the Trust and TAMIC.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Travelers Series Trust)

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