Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of the Fund. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed in writing.
Appears in 9 contracts
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc), Sub Advisory Agreement (American Skandia Advisor Funds Inc), Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the Fund's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed in writing.
Appears in 8 contracts
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc), Sub Advisory Agreement (American Skandia Advisor Funds Inc), Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund -------------------- Portfolio conforming to the investment objective, investment policies and restrictions of the Fund Portfolio as set forth in the Prospectus and Statement of Additional Information of the Company Trust as in effect from time to time (together, the "Registration Statement"), the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company Trust and the Directors Trustees at reasonable times and upon reasonable notice concerning the business of the CompanyTrust, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the FundPortfolio's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the DirectorsTrustees, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund Portfolio or otherwise represented in the FundPortfolio's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund Portfolio will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the FundPortfolio. No assets may be withdrawn from the Fund Portfolio other than for settlement of transactions on behalf of the Fund Portfolio except upon the written authorization of appropriate officers of the Company Trust who shall have been certified as such by proper authorities of the Company Trust prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund Portfolio except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund Portfolio or the FundPortfolio's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund Portfolio and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund Portfolio to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter Subchapters L and M (including, respectively, Section 817(h) and Sections 851(b)(1), (2) and (3)) of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust; (v) policies and determinations of the Company Trust and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the FundPortfolio, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the FundPortfolio's shareholders or the Directors Trustees and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the FundPortfolio. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund Portfolio or to series or portfolios of the Company Trust for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund Portfolio or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of 13F reflecting the FundPortfolio's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 6 contracts
Samples: Skandia Trust (American Skandia Trust), Skandia Trust (American Skandia Trust), Skandia Trust (American Skandia Trust)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund -------------------- conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F 13F on behalf of the Fund. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed in writing.
Appears in 5 contracts
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc), Sub Advisory Agreement (American Skandia Advisor Funds Inc), Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund Portfolio conforming to the investment objective, investment policies and restrictions of the Fund Portfolio as set forth in the Prospectus and Statement of Additional Information of the Company Trust as in effect from time to time (together, the "Registration Statement"), the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company Trust and the Directors Trustees at reasonable times and upon reasonable notice concerning the business of the CompanyTrust, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the FundPortfolio's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the DirectorsTrustees, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund Portfolio or otherwise represented in the FundPortfolio's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund Portfolio will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the FundPortfolio. No assets may be withdrawn from the Fund Portfolio other than for settlement of transactions on behalf of the Fund Portfolio except upon the written authorization of appropriate officers of the Company Trust who shall have been certified as such by proper authorities of the Company Trust prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund Portfolio except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund Portfolio or the FundPortfolio's shareholders the information reasonably required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund Portfolio and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund Portfolio to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter Subchapters L and M (including, respectively, Section 817(h) and Sections 851(b)(1), (2) and (3)) of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust; (v) policies and determinations of the Company Trust and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the FundPortfolio, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the FundPortfolio's shareholders or the Directors Trustees and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the FundPortfolio. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund Portfolio or to series or portfolios of the Company Trust for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund Portfolio or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the FundPortfolio's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 4 contracts
Samples: Skandia Trust Sub Advisory Agreement (American Skandia Trust), Skandia Trust Sub Advisory Agreement (American Skandia Trust), Skandia Trust Sub Advisory Agreement (American Skandia Trust)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund Portfolio conforming to the investment objective, investment policies and restrictions of the Fund Portfolio as set forth in the Prospectus and Statement of Additional Information of the Company Trust as in effect from time to time (together, the "Registration Statement"), the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company Trust and the Directors Trustees at reasonable times and upon reasonable notice concerning the business of the CompanyTrust, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the FundPortfolio's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the DirectorsTrustees, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund Portfolio or otherwise represented in the FundPortfolio's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund Portfolio will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the FundPortfolio. No assets may be withdrawn from the Fund Portfolio other than for settlement of transactions on behalf of the Fund Portfolio except upon the written authorization of appropriate officers of the Company Trust who shall have been certified as such by proper authorities of the Company Trust prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund Portfolio except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund Portfolio or the FundPortfolio's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund Portfolio and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund Portfolio to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter Subchapters L and M (including, respectively, Section 817(h) and Sections 851(b)(1), (2) and (3)) of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust; (v) policies and determinations of the Company Trust and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the FundPortfolio, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the FundPortfolio's shareholders or the Directors Trustees and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the FundPortfolio. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund Portfolio or to series or portfolios of the Company Trust for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund Portfolio or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the FundPortfolio's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 4 contracts
Samples: Skandia Trust Sub Advisory Agreement (American Skandia Trust), American Skandia Trust (American Skandia Trust), Skandia Trust Sub Advisory Agreement (American Skandia Trust)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund Portfolio conforming to the investment objective, investment policies and restrictions of the Fund Portfolio as set forth in the Prospectus and Statement of Additional Information of the Company Trust as in effect from time to time (together, the "Registration Statement"), the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company Trust and the Directors Trustees at reasonable times and upon reasonable notice concerning the business of the CompanyTrust, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the FundPortfolio's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the DirectorsTrustees, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund Portfolio or otherwise represented in the FundPortfolio's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund Portfolio will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the FundPortfolio. No assets may be withdrawn from the Fund Portfolio other than for settlement of transactions on behalf of the Fund Portfolio except upon the written authorization of appropriate officers of the Company Trust who shall have been certified as such by proper authorities of the Company Trust prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund Portfolio except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund Portfolio or the FundPortfolio's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund Portfolio and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund Portfolio to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter Subchapters L and M (including, respectively, Section 817(h) and Sections 851(b)(1), (2), (3) and (4)) of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust; (v) policies and determinations of the Company Trust and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the FundPortfolio, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the FundPortfolio's shareholders or the Directors Trustees and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the FundPortfolio. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund Portfolio or to series or portfolios of the Company Trust for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund Portfolio or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the FundPortfolio's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 4 contracts
Samples: Skandia Trust Sub Advisory Agreement (American Skandia Trust), Skandia Trust Sub Advisory Agreement (American Skandia Trust), American Skandia Trust (American Skandia Trust)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund Portfolio conforming to the investment objective, investment policies and restrictions of the Fund Portfolio as set forth in the Prospectus and Registration Statement of Additional Information of the Company Trust as in effect from time to time (together, the "Registration Statement"), the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company Trust and the Directors Trustees at reasonable times and upon reasonable notice concerning the business of the CompanyTrust, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the FundPortfolio's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the DirectorsTrustees, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund Portfolio or otherwise represented in the FundPortfolio's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund Portfolio will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the FundPortfolio. No assets may be withdrawn from the Fund Portfolio other than for settlement of transactions on behalf of the Fund Portfolio except upon the written authorization of appropriate officers of the Company Trust who shall have been certified as such by proper authorities of the Company Trust prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund Portfolio except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund Portfolio or the FundPortfolio's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund Portfolio and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund Portfolio to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust; (v) policies and determinations of the Company Trust and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the FundPortfolio, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the FundPortfolio's shareholders or the Directors Trustees and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the FundPortfolio. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund Portfolio or to series or portfolios of the Company Trust for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund Portfolio or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the FundPortfolio's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 4 contracts
Samples: American Skandia Master Trust Sub Advisory Agreement (American Skandia Master Trust), American Skandia Master Trust Sub Advisory Agreement (American Skandia Master Trust), American Skandia Master Trust Sub Advisory Agreement (American Skandia Master Trust)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund Portfolio -------------------- conforming to the investment objective, investment policies and restrictions of the Fund Portfolio as set forth in the Prospectus and Statement of Additional Information of the Company Trust as in effect from time to time (together, the "Registration Statement"), the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company Trust and the Directors Trustees at reasonable times and upon reasonable notice concerning the business of the CompanyTrust, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the FundPortfolio's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the DirectorsTrustees, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund Portfolio or otherwise represented in the FundPortfolio's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund Portfolio will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the FundPortfolio. No assets may be withdrawn from the Fund Portfolio other than for settlement of transactions on behalf of the Fund Portfolio except upon the written authorization of appropriate officers of the Company Trust who shall have been certified as such by proper authorities of the Company Trust prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund Portfolio except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund Portfolio or the FundPortfolio's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund Portfolio and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund Portfolio to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter Subchapters L and M (including, respectively, Section 817(h) and Sections 851(b)(1), (2) and (3)) of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust; (v) policies and determinations of the Company Trust and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the FundPortfolio, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the FundPortfolio's shareholders or the Directors Trustees and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the FundPortfolio. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund Portfolio or to series or portfolios of the Company Trust for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund Portfolio or such other series or portfolios. The Sub-Advisor and the Investment Manager understand and agree that if the Investment Manager manages the Portfolio in a "manager-of-managers" style, the Investment Manager will, among other things, (i) continually evaluate the performance of the Sub-Advisor through quantitative and qualitative analysis and consultations with the Sub-Advisor, (ii) periodically make recommendations to the Trust's Board as to whether the contract with one or more sub-advisors should be renewed, modified or terminated, and (iii) periodically report to the Trust's Board regarding the results of its evaluation and monitoring functions. The Sub-Advisor recognizes that its services may be terminated or modified pursuant to this process. The Sub-Advisor acknowledges that the Investment Manager and the Trust intend to rely on Rules 17a-10 and 10f-3 under the ICA, to the extent applicable, and the Sub-Advisor hereby agrees that it shall not consult with any other Sub-Advisor to the Portfolio or the Trust with respect to transactions in securities for the Portfolio's portfolio or any other transactions of Portfolio assets. The Sub-Advisor further acknowledges that it shall not consult with any other sub-advisor of the Portfolio that is a principal underwriter or an affiliated person of a principal underwriter with respect to transactions in securities for the Portfolio's portfolio or any other transactions of Portfolio assets, and that its investment advisory responsibilities as set forth in this Agreement are limited to such discrete portion of the Portfolio's portfolio as determined by the Investment Manager. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of 13F reflecting the FundPortfolio's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 3 contracts
Samples: American Skandia Trust (American Skandia Trust), American Skandia Trust (American Skandia Trust), American Skandia Trust (American Skandia Trust)
Investment Services. The Sub-Adviser Advisor will formulate and implement furnish the Investment Manager with investment advisory services in connection with a continuous investment program for the Fund conforming Portfolio which is to be managed in accordance with the investment objective, investment policies and restrictions of the Fund Portfolio as set forth in the Prospectus and Statement of Additional Information of the Company as Trust and in effect accordance with applicable provisions of the Trust's Declaration of Trust and By-laws provided to the Sub-Advisor from time to time (togetherby the Investment Manager. Officers and employees of Sub-Advisor will be available to consult with Investment Manager and the Trust, their officers, employees and Trustees concerning the "Registration Statement"), the Articles of Incorporation and By-laws business of the CompanyTrust, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager as reasonably requested from time to time. Investment Manager will promptly furnish Sub-Advisor with any amendments to any of the foregoing documents (the "Documents"). Any amendments to the foregoing documents Documents will not be deemed effective with respect to the Sub-Adviser Advisor until the Sub-AdviserAdvisor's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which is in turn is subject to the supervision and control of the DirectorsTrust's Board of Trustees, the Sub-Adviser Advisor will in its discretion will determine which issuers and select the securities will to be purchased, held, purchased for and sold or exchanged by from the Fund or otherwise represented in the Fund's investment portfolio Portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, and will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund Portfolio will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser Advisor designated by the Sub-Adviser Investment Manager to settle transactions in respect of the FundPortfolio. No assets may be withdrawn from the Fund Portfolio other than for settlement of transactions on behalf of the Fund Portfolio except upon the written authorization of appropriate officers of the Company Trust who shall have been certified as such by proper authorities of the Company Trust prior to the withdrawal. The Sub-Adviser will Advisor shall not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except Trust. The Sub-Advisor shall supply the Investment Manager and the Trust with such information as is specifically provided herein, as required by the ICA or the Investment Advisers Act of 1940, as amended (the "Advisers Act") in connection with the Sub-Advisor's management of the Portfolio, or as may be necessary for requested by the Sub-Adviser to supply to the Investment Manager, the Fund or the FundTrust's shareholders the information Board of Trustees. Any records required to be provided by maintained under the Sub-Adviser hereunder. Any records maintained hereunder ICA shall be the property of the Fund Trust and surrendered to the Trust promptly upon request. In furnishing the services under request or upon termination of this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor Advisor may retain copies of any records surrendered to the activities of its representatives, personnel and agents Trust. To the extent deemed necessary by the Sub-Advisor in connection with the investment program of for the Fund. Nothing Portfolio, the Sub-Advisor will obtain and evaluate pertinent information about significant developments and economic, statistical and financial data, domestic, foreign or otherwise, whether affecting the economy generally or the Portfolio, and concerning the individual issuers whose securities are included in this Agreement shall be implied the Portfolio or the activities in which they engage, or with respect to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for securities which the Sub-Adviser does not provide such services, or to prevent Advisor considers desirable for inclusion in the Investment Manager from providing such services itself in relation to the Fund Portfolio or such other series or portfoliosinformation as the Sub-Advisor deems relevant. The Sub-Adviser shall be responsible Advisor represents that it reviewed the Registration Statement of the Trust, including any amendments or supplements thereto, and any Proxy Statement relating to the approval of this Agreement, as filed with the Securities and Exchange Commission and represents and warrants that with respect to disclosure about the Sub-Advisor or information relating to the Sub-Advisor or the Sub-Advisor's activities in connection with the investment program for the preparation and filing of Schedule 13-G and Form 13-F on behalf Portfolio, such Registration Statement or Proxy Statement contains, as of the Fund. The Sub-Adviser shall not be responsible for the preparation or filing date thereof, no untrue statement of any other reports material fact and does not omit any statement of material fact which was required of to be stated therein or necessary to make the Fund by any governmental or regulatory agency, except as expressly agreed in writingstatements contained therein not misleading.
Appears in 3 contracts
Samples: Sub Advisory Agreement (American Skandia Trust), Sub Advisory Agreement (American Skandia Trust), Sub Advisory Agreement (American Skandia Trust)
Investment Services. The Sub-Adviser will formulate and implement a continuous and prudent investment program -------------------- for the Fund Portfolio conforming to the investment objective, investment policies and restrictions of the Fund Portfolio as set forth in the Prospectus and Statement of Additional Information of the Company Trust as in effect from time to time (together, the "Registration Statement"), the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust, and any investment guidelines and procedures adopted by the Trustees, or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company Trust and the Directors Trustees at reasonable times and upon reasonable notice concerning the business of the CompanyTrust, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood -------- that the Sub-Adviser is not responsible for daily pricing of the FundPortfolio's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the DirectorsTrustees, the Sub-Adviser will in its discretion will and subject to its fiduciary obligation determine which issuers and securities will be purchased, held, sold or exchanged by the Fund Portfolio or otherwise represented in the FundPortfolio's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. At any time, upon request by the Investment Manager, the Sub-Adviser will provide to the Investment Manager a complete list of the current holdings of the Portfolio. The Sub-Adviser may delegate certain of its investment advisory and other responsibilities and duties hereunder to one or more sub-sub-advisers; subject to: (i) the prior ------- -- written approval of the Investment Manager, (ii) the execution of a written sub-advisory agreement between the Sub-Adviser and its delegate, and (iii) the approval of such agreement by the Trustees; provided however that the Sub-Adviser may rely upon any of its advisory affiliates in connection with portfolio decisions and management without the approvals described in this paragraph. Under the terms of such sub-advisory agreement, the Sub-Adviser shall remain responsible for ensuring that the investment program of the Portfolio is maintained. Custody of the Fund Portfolio will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the FundPortfolio. No assets may be withdrawn from the Fund Portfolio other than for settlement of transactions on behalf of the Fund Portfolio except upon the written authorization of appropriate officers of the Company Trust who shall have been certified as such by proper authorities of the Company Trust prior to the withdrawal. The Sub-Adviser (or its designated agent) will be responsible for voting proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio may be invested. In voting such proxies for the Portfolio the Sub-Adviser shall do so in a manner that is in the best interests of the Portfolio and that is consistent with the Sub-Adviser's own written proxy voting guidelines or policies. In addition, upon reasonable request from the Investment Manager the Sub-Adviser (through a qualified person) will consult with the pricing committee of the Investment Manager or the Trust in valuing securities of the Portfolio as may be required from time to time, including, upon request to the Investment Manager, making available information of which the Sub-Adviser has knowledge related to the securities being valued. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund Portfolio except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund Portfolio or the FundPortfolio's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund Portfolio and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of the Fund. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed in writing.
Appears in 3 contracts
Samples: Skandia Trust (American Skandia Trust), Skandia Trust (American Skandia Trust), American Skandia Trust (American Skandia Trust)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund -------------------- conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. The Sub-Advisor and the Investment Manager understand and agree that if the Investment Manager manages the Fund in a "manager-of-managers" style, the Investment Manager will, among other things, (i) continually evaluate the performance of the Sub-Advisor through quantitative and qualitative analysis and consultations with the Sub-Advisor, (ii) periodically make recommendations to the Company's Board as to whether the contract with one or more sub-advisors should be renewed, modified or terminated, and (iii) periodically report to the Company's Board regarding the results of its evaluation and monitoring functions. The Sub-Advisor recognizes that its services may be terminated or modified pursuant to this process. The Sub-Advisor acknowledges that the Investment Manager and the Company intend to rely on Rules 17a-10 and 10f-3 under the ICA, to the extent applicable, and the Sub-Advisor hereby agrees that it shall not consult with any other Sub-Advisor to the Fund or the Company with respect to transactions in securities for the Fund's portfolio or any other transactions of Fund assets. The Sub-Advisor further acknowledges that it shall not consult with any other sub-advisor of the Fund that is a principal underwriter or an affiliated person of a principal underwriter with respect to transactions in securities for the Fund's portfolio or any other transactions of Fund assets, and that its investment advisory responsibilities as set forth in this Agreement are limited to such discrete portion of the Fund's portfolio as determined by the Investment Manager. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F 13F on behalf of the Fund. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed in writing.
Appears in 3 contracts
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc), Sub Advisory Agreement (American Skandia Advisor Funds Inc), Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the Fund's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 3 contracts
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc), Sub Advisory Agreement (American Skandia Advisor Funds Inc), Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of the Fund. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed in writing.
Appears in 3 contracts
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc), Sub Advisory Agreement (American Skandia Advisor Funds Inc), Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements ofof the following as provided (except in the case of clauses (i), (ii) or (iii)) to the Sub-Adviser: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. In the event that the Investment Manager engages another sub-adviser to provide investment advice and/or other services to the Fund, the Investment Manager agrees to provide the Sub-Adviser with written notice of such engagement. The Investment Manager shall provide the Sub-Adviser, or shall cause the Fund's Custodian or Administrator to provide to the Sub-Adviser, on each business day as of a time deadline to be mutually agreed upon, a report or a computer download in a mutually acceptable software program and format, detailing the Fund's portfolio holdings, uninvested cash, current valuations and other information reasonably requested by the Sub-Adviser to assist it in carrying out its duties under this Agreement, as of the close of the prior business day. In performing its obligations under this Agreement, the Sub-Adviser may rely upon the accuracy and completeness of information provided to it by or on behalf of the Investment Manager or the Fund's Custodian or Administrator if the Sub-Adviser cannot readily verify such information from records that it can reasonably keep as Sub-adviser. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the Fund's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 2 contracts
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc), Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund -------------------- Portfolio conforming to the investment objective, investment policies and restrictions of the Fund Portfolio as set forth in the Prospectus and Statement of Additional Information of the Company Trust as in effect from time to time (together, the "Registration Statement"), the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company Trust and the Directors Trustees at reasonable times and upon reasonable notice concerning the business of the CompanyTrust, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the FundPortfolio's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the DirectorsTrustees, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund Portfolio or otherwise represented in the FundPortfolio's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund Portfolio will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the FundPortfolio. No assets may be withdrawn from the Fund Portfolio other than for settlement of transactions on behalf of the Fund Portfolio except upon the written authorization of appropriate officers of the Company Trust who shall have been certified as such by proper authorities of the Company Trust prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund Portfolio except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund Portfolio or the FundPortfolio's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund Portfolio and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund Portfolio to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter Subchapters L and M (including, respectively, Section 817(h) and Sections 851(b)(1), (2) and (3)) of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust; (v) policies and determinations of the Company Trust and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the FundPortfolio, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the FundPortfolio's shareholders or the Directors Trustees and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the FundPortfolio. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund Portfolio or to series or portfolios of the Company Trust for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund Portfolio or such other series or portfolios. The Sub-Advisor and the Investment Manager understand and agree that if the Investment Manager manages the Portfolio in a "manager-of-managers" style, the Investment Manager will, among other things, (i) continually evaluate the performance of the Sub-Advisor through quantitative and qualitative analysis and consultations with the Sub-Advisor, (ii) periodically make recommendations to the Trust's Board as to whether the contract with one or more sub-advisors should be renewed, modified or terminated, and (iii) periodically report to the Trust's Board regarding the results of its evaluation and monitoring functions. The Sub-Advisor recognizes that its services may be terminated or modified pursuant to this process. The Sub-Advisor acknowledges that the Investment Manager and the Trust intend to rely on Rules 17a-10 and 10f-3 under the ICA, to the extent applicable, and the Sub-Advisor hereby agrees that it shall not consult with any other Sub-Advisor to the Portfolio or the Trust with respect to transactions in securities for the Portfolio's portfolio or any other transactions of Portfolio assets. The Sub-Advisor further acknowledges that it shall not consult with any other sub-advisor of the Portfolio that is a principal underwriter or an affiliated person of a principal underwriter with respect to transactions in securities for the Portfolio's portfolio or any other transactions of Portfolio assets, and that its investment advisory responsibilities as set forth in this Agreement are limited to such discrete portion of the Portfolio's portfolio as determined by the Investment Manager. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of 13F reflecting the FundPortfolio's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 2 contracts
Samples: American Skandia Trust (American Skandia Trust), American Skandia Trust (American Skandia Trust)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the CompanyFund, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will open accounts and place orders with with, and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will use its best efforts to comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M Sections 851(b)(2) and (3) of the Internal Revenue Code Code, applicable to the Fund, and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement, as amended from time to time provided that such amendments are furnished to the Sub-adviser; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. The Investment Manager acknowledges to the Sub-Adviser that the Investment Manager is also responsible to the Company for monitoring compliance with the foregoing requirements, it being understood that such acknowledgement shall in no way diminish the Sub-Adviser's responsibilities under this provision. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F 13F on behalf of the Fund. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed in writing.
Appears in 2 contracts
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc), Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund -------------------- conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F 13F on behalf of the Fund. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed in writing.
Appears in 2 contracts
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc), Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund Portfolio conforming to the investment objective, investment policies and restrictions of the Fund Portfolio as set forth in the Prospectus and Registration Statement of Additional Information of the Company Trust as in effect from time to time (together, the "Registration Statement"), the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company Trust and the Directors Trustees at reasonable times and upon reasonable notice concerning the business of the CompanyTrust, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the FundPortfolio's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the DirectorsTrustees, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund Portfolio or otherwise represented in the FundPortfolio's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund Portfolio will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the FundPortfolio. No assets may be withdrawn from the Fund Portfolio other than for settlement of transactions on behalf of the Fund Portfolio except upon the written authorization of appropriate officers of the Company Trust who shall have been certified as such by proper authorities of the Company Trust prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund Portfolio except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund Portfolio or the FundPortfolio's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund Portfolio and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund Portfolio to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust; (v) policies and determinations of the Company Trust and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the FundPortfolio, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the FundPortfolio's shareholders or the Directors Trustees and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the FundPortfolio. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund Portfolio or to series or portfolios of the Company Trust for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund Portfolio or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of the Fund. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 2 contracts
Samples: Skandia Master Trust (American Skandia Master Trust), Skandia Master Trust Sub Advisory Agreement (American Skandia Master Trust)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund -------------------- conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. The Sub-Advisor and the Investment Manager understand and agree that if the Investment Manager manages the Fund in a "manager-of-managers" style, the Investment Manager will, among other things, (i) continually evaluate the performance of the Sub-Advisor through quantitative and qualitative analysis and consultations with the Sub-Advisor, (ii) periodically make recommendations to the Company's Board as to whether the contract with one or more sub-advisors should be renewed, modified or terminated, and (iii) periodically report to the Company's Board regarding the results of its evaluation and monitoring functions. The Sub-Advisor recognizes that its services may be terminated or modified pursuant to this process. The Sub-Advisor acknowledges that the Investment Manager and the Company intend to rely on Rules 17a-10 and 10f-3 under the ICA, and the Sub-Advisor hereby agrees that it shall not consult with any other Sub-Advisor to the Fund or the Company with respect to transactions in securities for the Fund's portfolio or any other transactions of Fund assets. The Sub-Advisor further acknowledges that it shall not consult with any other sub-advisor of the Fund that is a principal underwriter or an affiliated person of a principal underwriter with respect to transactions in securities for the Fund's portfolio or any other transactions of Fund assets, and that its investment advisory responsibilities as set forth in this Agreement are limited to such discrete portion of the Fund's portfolio as determined by the Investment Manager. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the Fund's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed in writing.
Appears in 2 contracts
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc), Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. The Sub-Adviser shall be responsible for exercising any voting rights on any securities held by the Fund. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf reflecting the Fund's securities holdings as part of the FundSub-Adviser's overall holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed in writing.
Appears in 2 contracts
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc), Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund -------------------- conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the CompanyFund, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will open accounts and place orders with with, and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will use its best efforts to comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M Sections 851(b)(2) and (3) of the Internal Revenue Code Code, applicable to the Fund, and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement, as amended from time to time provided that such amendments are furnished to the Sub-Adviser; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser Adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. The Investment Manager acknowledges to the Sub-Adviser that the Investment Manager is also responsible to the Company for monitoring compliance with the foregoing requirements, it being understood that such acknowledgement shall in no way diminish the Sub-Adviser's responsibilities under this provision. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios; provided, however, that the Investment Manager shall not engage another sub-adviser for the Fund without providing at least 60 days written notice to the Sub-Adviser. The Sub-Advisor and the Investment Manager understand and agree that if the Investment Manager manages the Fund in a "manager-of-managers" style, the Investment Manager will, among other things, (i) continually evaluate the performance of the Sub-Advisor through quantitative and qualitative analysis and consultations with the Sub-Advisor, (ii) periodically make recommendations to the Company's Board as to whether the contract with one or more sub-advisors should be renewed, modified or terminated, and (iii) periodically report to the Company's Board regarding the results of its evaluation and monitoring functions. The Sub-Advisor recognizes that its services may be terminated or modified pursuant to this process. The Sub-Advisor acknowledges that the Investment Manager and the Company intend to rely on Rules 17a-10 and 10f-3 under the ICA, and the Sub-Advisor hereby agrees that it shall not consult with any other Sub-Advisor to the Fund or the Company with respect to transactions in securities for the Fund's portfolio or any other transactions of Fund assets. The Sub-Advisor further acknowledges that it shall not consult with any other sub-advisor of the Fund that is a principal underwriter or an affiliated person of a principal underwriter with respect to transactions in securities for the Fund's portfolio or any other transactions of Fund assets, and that its investment advisory responsibilities as set forth in this Agreement are limited to such discrete portion of the Fund's portfolio as determined by the Investment Manager. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F 13F on behalf of the Fund. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed in writing.
Appears in 2 contracts
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc), Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereofPortfolio. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company Trust and the Directors Trustees at reasonable times and upon reasonable notice concerning the business of the CompanyTrust, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the FundPortfolio's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the DirectorsTrustees, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund Portfolio or otherwise represented in the FundPortfolio's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund Portfolio will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the FundPortfolio. No assets may be withdrawn from the Fund Portfolio other than for settlement of transactions on behalf of the Fund Portfolio except upon the written authorization of appropriate officers of the Company Trust who shall have been certified as such by proper authorities of the Company Trust prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund Portfolio except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund Portfolio or the FundPortfolio's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder by the Sub-Adviser pursuant to the ICA or the Advisers Act shall be the property of the Fund Portfolio and shall be surrendered by the Sub-Adviser to the Trust or the Investment Manager promptly upon request, provided that the Sub-Adviser may retain copies of those records. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund Portfolio to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter Subchapters L and M (including, respectively, Section 817(h) and Sections 851(b)(1), (2) and (3)) of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust; (v) policies and determinations of the Company Trust and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the FundPortfolio, as set out in the Registration Prospectus and Statement of Additional Information of the Company Trust as in effecteffect from time to time (the "Registration Statement"), or as such investment policies and restrictions from time to time may be amended by the FundPortfolio's shareholders or the Directors Trustees and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance comply with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance comply with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the FundPortfolio. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund Portfolio or to series or portfolios of the Company Trust for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund Portfolio or such other series or portfolios. Unless the Investment Manager gives the Sub-Adviser written instructions specifying a different procedure for voting proxies, the Sub-Adviser shall, in good faith and in a manner that it reasonable believes best serves the interests of the Portfolio's shareholders, direct the Portfolio's custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Portfolio. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the FundPortfolio's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 2 contracts
Samples: Skandia Trust Sub Advisory Agreement (American Skandia Trust), Skandia Trust Sub Advisory Agreement (American Skandia Trust)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for -------------------- the Fund Portfolio conforming to the investment objective, investment policies and restrictions of the Fund Portfolio as set forth in the Prospectus and Statement of Additional Information of the Company Trust as in effect from time to time (together, the "Registration Statement"), the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company Trust and the Directors Trustees at reasonable times and upon reasonable notice concerning the business of the CompanyTrust, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the FundPortfolio's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the DirectorsTrustees, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund Portfolio or otherwise represented in the FundPortfolio's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund Portfolio will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the FundPortfolio. No assets may be withdrawn from the Fund Portfolio other than for settlement of transactions on behalf of the Fund Portfolio except upon the written authorization of appropriate officers of the Company Trust who shall have been certified as such by proper authorities of the Company Trust prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund Portfolio except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund Portfolio or the FundPortfolio's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund Portfolio and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund Portfolio to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter Subchapters L and M (including, respectively, Section 817(h) and Sections 851(b)(1), (2) and (3)) of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust; (v) policies and determinations of the Company Trust and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the FundPortfolio, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the FundPortfolio's shareholders or the Directors Trustees and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the FundPortfolio. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund Portfolio or to series or portfolios of the Company Trust for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund Portfolio or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of 13F reflecting the FundPortfolio's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 2 contracts
Samples: Skandia Trust (American Skandia Trust), Skandia Trust (American Skandia Trust)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund conforming -------------------- to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of the Fund. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed in writing.
Appears in 2 contracts
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc), Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities for which prices are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICAreadily available; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assetsassets and that the Sub-Adviser will rely on the pricing service selected by the Investment Manager and the Fund's Administrator. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the Fund's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed in writing.
Appears in 1 contract
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund -------------------- conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Registration Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Agreement and Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided requested by the Sub-Adviser hereunderDirectors. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Agreement and Articles of Incorporation and By-laws of the CompanyCompany communicated to the Sub-Advisor by the Investment Manager in writing; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series series. The Sub-Advisor and the Investment Manager understand and agree that if the Investment Manager manages the Fund in a "manager-of-managers" style, the Investment Manager will, among other things, (i) continually evaluate the performance of the Sub-Advisor through quantitative and qualitative analysis and consultations with the Sub-Advisor, (ii) periodically make recommendations to the Company's Board as to whether the contract with one or portfoliosmore sub-advisors should be renewed, modified or terminated, and (iii) periodically report to the Company's Board regarding the results of its evaluation and monitoring functions. The Sub-Advisor recognizes that its services may be terminated or modified pursuant to this process. The Sub-Advisor acknowledges that the Investment Manager and the Company intend to rely on Rules 17a-10 and 10f-3 under the ICA, and the Sub-Advisor hereby agrees that it shall not consult with any other Sub-Advisor to the Fund or the Company with respect to transactions in securities for the Fund's portfolio or any other transactions of Fund assets. The Sub-Advisor further acknowledges that it shall not consult with any other sub-advisor of the Fund that is a principal underwriter or an affiliated person of a principal underwriter with respect to transactions in securities for the Fund's portfolio or any other transactions of Fund assets, and that its investment advisory responsibilities as set forth in this Agreement are limited to such discrete portion of the Fund's portfolio as determined by the Investment Manager. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the Fund's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 1 contract
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser Advisor will formulate and implement furnish the Investment Manager with investment advisory services in -------------------- connection with a continuous investment program for the Fund conforming Portfolio which is to be managed in accordance with the investment objective, investment policies and restrictions of the Fund Portfolio as set forth in the Prospectus and Statement of Additional Information of the Company as Trust and in effect accordance with applicable provisions of the Trust's Declaration of Trust and By-laws provided to the Sub-Advisor from time to time (togetherby the Investment Manager. Officers and employees of Sub-Advisor will be available to consult with Investment Manager and the Trust, their officers, employees and Trustees concerning the "Registration Statement"), the Articles of Incorporation and By-laws business of the CompanyTrust, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager as reasonably requested from time to time. Investment Manager will promptly furnish Sub-Advisor with any amendments to any of the foregoing documents (the "Documents"). Any amendments to the foregoing documents Documents will not be deemed effective with respect to the Sub-Adviser Advisor until the Sub-AdviserAdvisor's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which is in turn is subject to the supervision and control of the DirectorsTrust's Board of Trustees, the Sub-Adviser Advisor will in its discretion will determine which issuers and select the securities will to be purchased, held, purchased for and sold or exchanged by from the Fund or otherwise represented in the Fund's investment portfolio Portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, and will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund Portfolio will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser Advisor designated by the Sub-Adviser Investment Manager to settle transactions in respect of the FundPortfolio. No assets may be withdrawn from the Fund Portfolio other than for settlement of transactions on behalf of the Fund Portfolio except upon the written authorization of appropriate officers of the Company Trust who shall have been certified as such by proper authorities of the Company Trust prior to the withdrawal. The Sub-Adviser will Advisor shall not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except Trust. The Sub-Advisor shall supply the Investment Manager and the Trust with such information as is specifically provided herein, as required by the ICA or the Investment Advisers Act of 1940, as amended (the "Advisers Act") in connection with the Sub-Advisor's management of the Portfolio, or as may be necessary for requested by the Sub-Adviser to supply to the Investment Manager, the Fund or the FundTrust's shareholders the information Board of Trustees. Any records required to be provided by maintained under the Sub-Adviser hereunder. Any records maintained hereunder ICA shall be the property of the Fund Trust and surrendered to the Trust promptly upon request. In furnishing the services under request or upon termination of this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor Advisor may retain copies of any records surrendered to the activities of its representatives, personnel and agents Trust. To the extent deemed necessary by the Sub-Advisor in connection with the investment program of for the Fund. Nothing Portfolio, the Sub-Advisor will obtain and evaluate pertinent information about significant developments and economic, statistical and financial data, domestic, foreign or otherwise, whether affecting the economy generally or the Portfolio, and concerning the individual issuers whose securities are included in this Agreement shall be implied the Portfolio or the activities in which they engage, or with respect to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for securities which the Sub-Adviser does not provide such services, or to prevent Advisor considers desirable for inclusion in the Investment Manager from providing such services itself in relation to the Fund Portfolio or such other series or portfoliosinformation as the Sub-Advisor deems relevant. The Sub-Adviser shall be responsible Advisor represents that it reviewed the Registration Statement of the Trust, including any amendments or supplements thereto, and any Proxy Statement relating to the approval of this Agreement, as filed with the Securities and Exchange Commission and represents and warrants that with respect to disclosure about the Sub-Advisor or information relating to the Sub-Advisor or the Sub-Advisor's activities in connection with the investment program for the preparation and filing of Schedule 13-G and Form 13-F on behalf Portfolio, such Registration Statement or Proxy Statement contains, as of the Fund. The Sub-Adviser shall not be responsible for the preparation or filing date thereof, no untrue statement of any other reports material fact and does not omit any statement of material fact which was required of to be stated therein or necessary to make the Fund by any governmental or regulatory agency, except as expressly agreed in writingstatements contained therein not misleading.
Appears in 1 contract
Investment Services. The Sub-Adviser Advisor will formulate and implement a continuous investment program for the Fund -------------------- Portfolio conforming to the investment objective, investment policies and restrictions of the Fund Portfolio as set forth in the Prospectus and Statement of Additional Information of the Company Trust as in effect from time to time (together, the "Registration Statement"), the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust, and any investment guidelines or other instructions received by the Sub-Adviser Advisor in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser Advisor until the Sub-AdviserAdvisor's receipt thereof. The appropriate officers and employees of the Sub-Adviser Advisor will be available to consult with the Investment Manager, the Company Trust and the Directors Trustees at reasonable times and upon reasonable notice concerning the business of the CompanyTrust, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser Advisor is not responsible for daily pricing of the FundPortfolio's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the DirectorsTrustees, the Sub-Adviser Advisor in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund Portfolio or otherwise represented in the FundPortfolio's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. The Sub-Advisor may delegate its investment advisory and other responsibilities and duties hereunder to an affiliated person of the Sub-Advisor, subject to the Sub-Advisor retaining overall responsibility for such powers and functions and any and all obligations and liabilities in connection therewith. Custody of the Fund Portfolio will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser Advisor designated by the Sub-Adviser Advisor to settle transactions in respect of the FundPortfolio. No assets may be withdrawn from the Fund Portfolio other than for settlement of transactions on behalf of the Fund Portfolio except upon the written authorization of appropriate officers of the Company Trust who shall have been certified as such by proper authorities of the Company Trust prior to the withdrawal. The Sub-Adviser Advisor will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund Portfolio except as specifically provided herein, as required by the ICA or the Advisers Advisors Act or as may be necessary for the Sub-Adviser Advisor to supply to the Investment Manager, the Fund Portfolio or the FundPortfolio's shareholders the information required to be provided by the Sub-Adviser Advisor hereunder. Any records maintained hereunder shall be the property of the Fund Portfolio and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser Advisor will comply with and use its best efforts to enable the Fund Portfolio to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust; (v) policies and determinations of the Company Trust and the Investment Manager provided to the Sub-Adviser Advisor in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the FundPortfolio, as set out in the Registration Statement of the Company Trust in effect, or as such investment policies and restrictions from time to time may be amended by the FundPortfolio's shareholders or the Directors Trustees and communicated to the Sub-Adviser Advisor in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser Advisor shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser Advisor to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser Advisor in writing. The Sub-Adviser Advisor shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the FundPortfolio. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers Advisors to provide investment advice and other services to the Fund Portfolio or to series or portfolios of the Company Trust for which the Sub-Adviser Advisor does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund Portfolio or such other series or portfolios. The Sub-Adviser Advisor and the Investment Manager understand and agree that if the Investment Manager manages the Portfolio in a "manager-of-managers" style, the Investment Manager will, among other things, (i) continually evaluate the performance of the Sub-Advisor through quantitative and qualitative analysis and consultations with the Sub-Advisor, (ii) periodically make recommendations to the Trust's Board as to whether the contract with one or more sub-advisors should be renewed, modified or terminated, and (iii) periodically report to the Trust's Board regarding the results of its evaluation and monitoring functions. The Sub-Advisor recognizes that its services may be terminated or modified pursuant to this process. The Sub-Advisor acknowledges that the Investment Manager and the Trust intend to rely on Rules 17a-10 and 10f-3 under the ICA, to the extent applicable, and the Sub-Advisor hereby agrees that it shall not consult with any other Sub-Advisor to the Portfolio or the Trust with respect to transactions in securities for the Portfolio's portfolio or any other transactions of Portfolio assets. The Sub-Advisor further acknowledges that it shall not consult with any other sub-advisor of the Portfolio that is a principal underwriter or an affiliated person of a principal underwriter with respect to transactions in securities for the Portfolio's portfolio or any other transactions of Portfolio assets, and that its investment advisory responsibilities as set forth in this Agreement are limited to such discrete portion of the Portfolio's portfolio as determined by the Investment Manager. The Sub-Advisor shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of the FundPortfolio. The Sub-Adviser Advisor shall not be responsible for the preparation or filing of any other reports required of the Fund Portfolio by any governmental or regulatory agency, except as expressly agreed in writing.
Appears in 1 contract
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund Portfolio conforming to the investment objective, investment policies and restrictions of the Fund Portfolio as set forth in the Prospectus and Statement of Additional Information of the Company Trust as in effect from time to time (together, the "Registration Statement"), the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company Trust and the Directors Trustees at reasonable times and upon reasonable notice concerning the business of the CompanyTrust, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the FundPortfolio's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the DirectorsTrustees, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund Portfolio or otherwise represented in the FundPortfolio's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund Portfolio will be maintained by a custodian bank (the "Custodian") designated by the Trust and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the FundPortfolio. No assets may be withdrawn from the Fund Portfolio other than for settlement of transactions on behalf of the Fund Portfolio except upon the written authorization of appropriate officers of the Company Trust who shall have been certified as such by proper authorities of the Company Trust prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund Portfolio except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund Portfolio or the FundPortfolio's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund Portfolio and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund Portfolio to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter Subchapters L and M (including, respectively, Section 817(h) and Sections 851(b)(1), (2), (3) and (4)) of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust; (v) policies and determinations of the Company Trust and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the FundPortfolio, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the FundPortfolio's shareholders or the Directors Trustees and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is accurately, completely and timely provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the FundPortfolio in the prospectus. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund Portfolio or to series or portfolios of the Company Trust for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund Portfolio or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the FundPortfolio's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 1 contract
Samples: Skandia Trust Sub Advisory Agreement (American Skandia Trust)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities for which prices are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICAreadily available; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets and that the Sub-Adviser and the Investment Manager will rely on the pricing service selected by the Investment Manager and the Fund's Administrator for the pricing of Fund assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the Fund's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed in writing.
Appears in 1 contract
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund -------------------- conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. The Sub-Adviser may delegate its investment advisory and other responsibilities and duties hereunder to an affiliated person of the Sub-Adviser, subject to the Sub-Adviser retaining overall responsibility for such powers and functions and any and all obligations and liabilities in connection therewith. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. The Sub-Advisor and the Investment Manager understand and agree that if the Investment Manager manages the Fund in a "manager-of-managers" style, the Investment Manager will, among other things, (i) continually evaluate the performance of the Sub-Advisor through quantitative and qualitative analysis and consultations with the Sub-Advisor, (ii) periodically make recommendations to the Company's Board as to whether the contract with one or more sub-advisors should be renewed, modified or terminated, and (iii) periodically report to the Company's Board regarding the results of its evaluation and monitoring functions. The Sub-Advisor recognizes that its services may be terminated or modified pursuant to this process. The Sub-Advisor acknowledges that the Investment Manager and the Company intend to rely on Rules 17a-10 and 10f-3 under the ICA to the extent applicable, and the Sub-Advisor hereby agrees that it shall not consult with any other Sub-Advisor to the Fund or the Company with respect to transactions in securities for the Fund's portfolio or any other transactions of Fund assets. The Sub-Advisor further acknowledges that it shall not consult with any other sub-advisor of the Fund that is a principal underwriter or an affiliated person of a principal underwriter with respect to transactions in securities for the Fund's portfolio or any other transactions of Fund assets, and that its investment advisory responsibilities as set forth in this Agreement are limited to such discrete portion of the Fund's portfolio as determined by the Investment Manager. The Sub-Adviser shall be responsible for exercising any voting rights on any securities held by the Fund. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf reflecting the Fund's securities holdings as part of the FundSub-Adviser's overall holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed in writing.
Appears in 1 contract
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for -------------------- the Fund conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. The Sub-Advisor and the Investment Manager understand and agree that if the Investment Manager manages the Fund in a "manager-of-managers" style, the Investment Manager will, among other things, (i) continually evaluate the performance of the Sub-Advisor through quantitative and qualitative analysis and consultations with the Sub-Advisor, (ii) periodically make recommendations to the Company's Board as to whether the contract with one or more sub-advisors should be renewed, modified or terminated, and (iii) periodically report to the Company's Board regarding the results of its evaluation and monitoring functions. The Sub-Advisor recognizes that its services may be terminated or modified pursuant to this process. The Sub-Advisor acknowledges that the Investment Manager and the Company intend to rely on Rules 17a-10 and 10f-3 under the ICA, and the Sub-Advisor hereby agrees that it shall not consult with any other Sub-Advisor to the Fund or the Company with respect to transactions in securities for the Fund's portfolio or any other transactions of Fund assets. The Sub-Advisor further acknowledges that it shall not consult with any other sub-advisor of the Fund that is a principal underwriter or an affiliated person of a principal underwriter with respect to transactions in securities for the Fund's portfolio or any other transactions of Fund assets, and that its investment advisory responsibilities as set forth in this Agreement are limited to such discrete portion of the Fund's portfolio as determined by the Investment Manager. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F 13F on behalf of the Fund. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed in writing.
Appears in 1 contract
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser Advisers together will formulate and implement a continuous investment program for ------------------- the Fund conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser Advisers in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to either of the Sub-Adviser Advisers until the such Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser Advisers will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is Advisers are not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser Advisers in its their discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the portions of the Fund under their management or otherwise represented in the Fund's investment portfolio portfolios from time to time and, subject to the provisions of paragraph paragraphs 3 and 4 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Either of the Sub-Advisers may delegate its investment advisory and other responsibilities and duties hereunder to an affiliated person of such Sub-Adviser, subject to such Sub-Adviser retaining overall responsibility for such powers and functions and any and all obligations and liabilities in connection therewith. The Value Sub-Adviser shall be responsible for and supervise the activities of the Sub-Advisers, including the Sub-Advisers' compliance responsibilities hereunder and allocation of Fund assets between the Growth and Value Portfolios as described in the Registration Statement. The Sub-Advisers shall be jointly responsible for the provision of the investment advisory and other services contemplated by this Agreement. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser Advisers designated by the Sub-Adviser Advisers to settle transactions in respect of the FundPortfolios under their respective management, and to honor orders and instructions by employees of the Value Sub-Adviser regarding allocation of daily net Fund purchase proceeds between the Growth and Value Portfolios. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser Advisers will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser Advisers to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser Advisers hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser Advisers will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser Advisers in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser Advisers in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser Advisers shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser Advisers to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser advisers in writing. The Sub-Adviser Advisers shall supervise and monitor the activities of its their respective representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does Advisers do not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. In the event that the Investment Manager engages another sub-adviser to provide investment advice and/or services to the Fund or to the Portfolios, the Investment Manager agrees to provide the Sub-Advisers with written notice of such engagement. The Sub-Adviser Advisor and the Investment Manager understand and agree that if the Investment Manager manages the Fund in a "manager-of-managers" style, the Investment Manager will, among other things, (i) continually evaluate the performance of the Sub-Advisor through quantitative and qualitative analysis and consultations with the Sub-Advisor, (ii) periodically make recommendations to the Company's Board as to whether the contract with one or more sub-advisors should be renewed, modified or terminated, and (iii) periodically report to the Company's Board regarding the results of its evaluation and monitoring functions. The Sub-Advisor recognizes that its services may be terminated or modified pursuant to this process. The Sub-Advisor acknowledges that the Investment Manager and the Company intend to rely on Rules 17a-10 and 10f-3 under the ICA, to the extent applicable, and the Sub-Advisor hereby agrees that it shall not consult with any other Sub-Advisor to the Fund or the Company with respect to transactions in securities for the Fund's portfolio or any other transactions of Fund assets. The Sub-Advisor further acknowledges that it shall not consult with any other sub-advisor of the Fund that is a principal underwriter or an affiliated person of a principal underwriter with respect to transactions in securities for the Fund's portfolio or any other transactions of Fund assets, and that its investment advisory responsibilities as set forth in this Agreement are limited to such discrete portion of the Fund's portfolio as determined by the Investment Manager. The Sub-Advisers shall be responsible for exercising any voting rights on any securities held by their respective Portfolios of the Fund. The Sub-Advisers shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf reflecting the Fund's securities holdings as part of the FundSub-Advisers' overall holdings. The Sub-Adviser Advisers shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed in writing.
Appears in 1 contract
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser Advisers together will formulate and implement a continuous investment -------------------- program for the Fund Portfolio conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company Trust as in effect from time to time (together, the "Registration Statement"), the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust, and any investment guidelines or other instructions received by the Sub-Adviser Advisers in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to either of the Sub-Adviser Advisers until the such Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser Advisers will be available to consult with the Investment Manager, the Company Trust and the Directors Trustees at reasonable times and upon reasonable notice concerning the business of the CompanyTrust, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is Advisers are not responsible for daily pricing of the FundPortfolio's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the DirectorsTrustees, the Sub-Adviser Advisers in its their discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund portions of the Portfolio under their management or otherwise represented in the FundPortfolio's investment portfolio portfolios from time to time and, subject to the provisions of paragraph paragraphs 3 and 4 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Either of the Sub-Advisers may delegate its investment advisory and other responsibilities and duties hereunder to an affiliated person of such Sub-Adviser, subject to such Sub-Adviser retaining overall responsibility for such powers and functions and any and all obligations and liabilities in connection therewith. The Value Sub-Adviser shall be responsible for and supervise the activities of the Sub-Advisers, including the Sub-Advisers' compliance responsibilities hereunder and allocation of Portfolio assets between the Growth and Value Portfolios as described in the Registration Statement. The Sub-Advisers shall be jointly responsible for the provision of the investment advisory and other services contemplated by this Agreement. Custody of the Fund Portfolio will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser Advisers designated by the Sub-Adviser Advisers to settle transactions in respect of the FundPortfolios under their respective management, and to honor orders and instructions by employees of the Value Sub-Adviser regarding allocation of daily net Portfolio purchase proceeds between the Growth and Value Portfolios. No assets may be withdrawn from the Fund Portfolio other than for settlement of transactions on behalf of the Fund Portfolio except upon the written authorization of appropriate officers of the Company Trust who shall have been certified as such by proper authorities of the Company Trust prior to the withdrawal. The Sub-Adviser Advisers will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund Portfolio except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser Advisers to supply to the Investment Manager, the Fund Portfolio or the FundPortfolio's shareholders the information required to be provided by the Sub-Adviser Advisers hereunder. Any records maintained hereunder shall be the property of the Fund Portfolio and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser Advisers will comply with and use its best efforts to enable the Fund Portfolio to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust; (v) policies and determinations of the Company Trust and the Investment Manager provided to the Sub-Adviser Advisers in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the FundPortfolio, as set out in the Registration Statement of the Company Trust in effect, or as such investment policies and restrictions from time to time may be amended by the FundPortfolio's shareholders or the Directors Trustees and communicated to the Sub-Adviser Advisers in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser Advisers shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser Advisers to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser advisers in writing. The Sub-Adviser Advisers shall supervise and monitor the activities of its their respective representatives, personnel and agents in connection with the investment program of the FundPortfolio. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund Portfolio or to series or portfolios of the Company Trust for which the Sub-Adviser does Advisers do not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund Portfolio or such other series or portfolios. In the event that the Investment Manager engages another sub-adviser to provide investment advice and/or services to the Portfolio or to the Portfolios, the Investment Manager agrees to provide the Sub-Advisers with written notice of such engagement. The Sub-Adviser Advisor and the Investment Manager understand and agree that if the Investment Manager manages the Portfolio in a "manager-of-managers" style, the Investment Manager will, among other things, (i) continually evaluate the performance of the Sub-Advisor through quantitative and qualitative analysis and consultations with the Sub-Advisor, (ii) periodically make recommendations to the Trust's Board as to whether the contract with one or more sub-advisors should be renewed, modified or terminated, and (iii) periodically report to the Trust's Board regarding the results of its evaluation and monitoring functions. The Sub-Advisor recognizes that its services may be terminated or modified pursuant to this process. The Sub-Advisor acknowledges that the Investment Manager and the Trust intend to rely on Rules 17a-10 and 10f-3 under the ICA, to the extent applicable, and the Sub-Advisor hereby agrees that it shall not consult with any other Sub-Advisor to the Portfolio or the Trust with respect to transactions in securities for the Portfolio's portfolio or any other transactions of Portfolio assets. The Sub-Advisor further acknowledges that it shall not consult with any other sub-advisor of the Portfolio that is a principal underwriter or an affiliated person of a principal underwriter with respect to transactions in securities for the Portfolio's portfolio or any other transactions of Portfolio assets, and that its investment advisory responsibilities as set forth in this Agreement are limited to such discrete portion of the Portfolio's portfolio as determined by the Investment Manager. The Sub-Advisers shall be responsible for exercising any voting rights on any securities held by their respective Portfolios of the Portfolio. The Sub-Advisers shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf reflecting the Portfolio's securities holdings as part of the FundSub-Advisers' overall holdings. The Sub-Adviser Advisers shall not be responsible for the preparation or filing of any other reports required of the Fund Portfolio by any governmental or regulatory agency, except as expressly agreed in writing.
Appears in 1 contract
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the Fund's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed in writing.
Appears in 1 contract
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund Portfolio conforming to the investment objective, investment policies and restrictions of the Fund Portfolio as set forth in the Prospectus and Statement of Additional Information of the Company Trust as in effect from time to time (together, the "Registration Statement"), the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company Trust and the Directors Trustees at reasonable times and upon reasonable notice concerning the business of the CompanyTrust, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the FundPortfolio's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the DirectorsTrustees, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund Portfolio or otherwise represented in the FundPortfolio's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund Portfolio will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the FundPortfolio. No assets may be withdrawn from the Fund Portfolio other than for settlement of transactions on behalf of the Fund Portfolio except upon the written authorization of appropriate officers of the Company Trust who shall have been certified as such by proper authorities of the Company Trust prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund Portfolio except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund Portfolio or the FundPortfolio's shareholders the information required to be provided by the Sub-Adviser hereunder. Any In compliance with the requirements of Rule 31a-3 under the ICA, any records maintained that the Sub-Adviser maintains hereunder shall be the property of the Fund Trust and surrendered the Sub-Adviser agrees to surrender promptly any such records to the Trust or the Investment Manager upon the Trust's or the Investment Manager's request. The Sub-Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the ICA the records it maintains for the Trust. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund Portfolio to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter Subchapters L and M (including, respectively, Section 817(h) and Sections 851(b)(1), (2) and (3)) of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust; (v) policies and determinations of the Company Trust and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the FundPortfolio, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the FundPortfolio's shareholders or the Directors Trustees and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the FundPortfolio. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund Portfolio or to series or portfolios of the Company Trust for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund Portfolio or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the FundPortfolio's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 1 contract
Samples: Skandia Trust Sub Advisory Agreement (American Skandia Trust)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund -------------------- Portfolio conforming to the investment objective, investment policies and restrictions of the Fund Portfolio as set forth in the Prospectus and Statement of Additional Information of the Company Trust as in effect from time to time (together, the "Registration Statement"), the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company Trust and the Directors Trustees at reasonable times and upon reasonable notice concerning the business of the CompanyTrust, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the FundPortfolio's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the DirectorsTrustees, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund Portfolio or otherwise represented in the FundPortfolio's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund Portfolio will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the FundPortfolio. No assets may be withdrawn from the Fund Portfolio other than for settlement of transactions on behalf of the Fund Portfolio except upon the written authorization of appropriate officers of the Company Trust who shall have been certified as such by proper authorities of the Company Trust prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund Portfolio except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund Portfolio or the FundPortfolio's shareholders the information reasonably required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund Portfolio and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund Portfolio to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter Subchapters L and M (including, respectively, Section 817(h) and Sections 851(b)(1), (2) and (3)) of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust; (v) policies and determinations of the Company Trust and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the FundPortfolio, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the FundPortfolio's shareholders or the Directors Trustees and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the FundPortfolio. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund Portfolio or to series or portfolios of the Company Trust for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund Portfolio or such other series or portfolios. The Sub-Advisor and the Investment Manager understand and agree that if the Investment Manager manages the Portfolio in a "manager-of-managers" style, the Investment Manager will, among other things, (i) continually evaluate the performance of the Sub-Advisor through quantitative and qualitative analysis and consultations with the Sub-Advisor, (ii) periodically make recommendations to the Trust's Board as to whether the contract with one or more sub-advisors should be renewed, modified or terminated, and (iii) periodically report to the Trust's Board regarding the results of its evaluation and monitoring functions. The Sub-Advisor recognizes that its services may be terminated or modified pursuant to this process. The Sub-Advisor acknowledges that the Investment Manager and the Trust intend to rely on Rules 17a-10 and 10f-3 under the ICA, to the extent applicable, and the Sub-Advisor hereby agrees that it shall not consult with any other Sub-Advisor to the Portfolio or the Trust with respect to transactions in securities for the Portfolio's portfolio or any other transactions of Portfolio assets. The Sub-Advisor further acknowledges that it shall not consult with any other sub-advisor of the Portfolio that is a principal underwriter or an affiliated person of a principal underwriter with respect to transactions in securities for the Portfolio's portfolio or any other transactions of Portfolio assets, and that its investment advisory responsibilities as set forth in this Agreement are limited to such discrete portion of the Portfolio's portfolio as determined by the Investment Manager. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the FundPortfolio's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 1 contract
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. In the event that the Investment Manager engages another sub-adviser to provide investment advice and/or other services to the Fund, the Investment Manager agrees to provide the Sub-Adviser with written notice of such engagement. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the Fund's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 1 contract
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund -------------------- conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Registration Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Agreement and Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Agreement and Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series series. The Sub-Advisor and the Investment Manager understand and agree that if the Investment Manager manages the Fund in a "manager-of-managers" style, the Investment Manager will, among other things, (i) continually evaluate the performance of the Sub-Advisor through quantitative and qualitative analysis and consultations with the Sub-Advisor, (ii) periodically make recommendations to the Company's Board as to whether the contract with one or portfoliosmore sub-advisors should be renewed, modified or terminated, and (iii) periodically report to the Company's Board regarding the results of its evaluation and monitoring functions. The Sub-Advisor recognizes that its services may be terminated or modified pursuant to this process. The Sub-Advisor acknowledges that the Investment Manager and the Company intend to rely on Rules 17a-10 and 10f-3 under the ICA, and the Sub-Advisor hereby agrees that it shall not consult with any other Sub-Advisor to the Fund or the Company with respect to transactions in securities for the Fund's portfolio or any other transactions of Fund assets. The Sub-Advisor further acknowledges that it shall not consult with any other sub-advisor of the Fund that is a principal underwriter or an affiliated person of a principal underwriter with respect to transactions in securities for the Fund's portfolio or any other transactions of Fund assets, and that its investment advisory responsibilities as set forth in this Agreement are limited to such discrete portion of the Fund's portfolio as determined by the Investment Manager. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of the Fund. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 1 contract
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereofPortfolio. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company Trust and the Directors Trustees at reasonable times and upon reasonable notice concerning the business of the CompanyTrust, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the FundPortfolio's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the DirectorsTrustees, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund Portfolio or otherwise represented in the FundPortfolio's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund Portfolio will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the FundPortfolio. No assets may be withdrawn from the Fund Portfolio other than for settlement of transactions on behalf of the Fund Portfolio except upon the written authorization of appropriate officers of the Company Trust who shall have been certified as such by proper authorities of the Company Trust prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund Portfolio except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund Portfolio or the FundPortfolio's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder by the Sub-adviser pursuant to the ICA or the Advisers Act shall be the property of the Fund Portfolio and shall be surrendered by the Sub-adviser to the Trust or the Investment Manager promptly upon request, provided that the Sub-Adviser may retain copies of those records. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund Portfolio to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter Subchapters L and M (including, respectively, Section 817(h) and Sections 851(b)(1), (2) and (3)) of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust; (v) policies and determinations of the Company Trust and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the FundPortfolio, as set out in the Registration Prospectus and Statement of Additional Information of the Company Trust as in effecteffect from time to time (the "Registration Statement"), or as such investment policies and restrictions from time to time may be amended by the FundPortfolio's shareholders or the Directors Trustees and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance comply with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance comply with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the FundPortfolio. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund Portfolio or to series or portfolios of the Company Trust for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund Portfolio or such other series or portfolios. Unless the Investment Manager gives the Sub-Adviser written instructions specifying a different procedure for voting proxies, the Sub-Adviser shall, in good faith and in a manner that it reasonable believes best serves the interests of the Portfolio's shareholders, direct the Portfolio's custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Portfolio. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the FundPortfolio's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 1 contract
Samples: Skandia Trust Sub Advisory Agreement (American Skandia Trust)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best reasonable efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of any required Schedule 13-G or Schedule 13D and Form 13-F on behalf of with respect to securities held by the Fund. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed in writing.
Appears in 1 contract
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund conforming -------------------- to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of 13F reflecting the Fund's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed in writing.
Appears in 1 contract
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund Portfolio conforming to the investment objective, investment policies and restrictions of the Fund Portfolio as set forth in the Prospectus and Statement of Additional Information of the Company Trust as in effect from time to time (together, the "Registration Statement"), the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company Trust and the Directors Trustees at reasonable times and upon reasonable notice concerning the business of the CompanyTrust, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the FundPortfolio's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the DirectorsTrustees, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund Portfolio or otherwise represented in the FundPortfolio's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund Portfolio will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the FundPortfolio. No assets may be withdrawn from the Fund Portfolio other than for settlement of transactions on behalf of the Fund Portfolio except upon the written authorization of appropriate officers of the Company Trust who shall have been certified as such by proper authorities of the Company Trust prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund Portfolio except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund Portfolio or the FundPortfolio's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund Portfolio and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund Portfolio to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter Subchapters L and M (including, respectively, Section 817(h) and Sections 851(b)(1), (2) and (3)) of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust; (v) policies and determinations of the Company Trust and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the FundPortfolio, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the FundPortfolio's shareholders or the Directors Trustees and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment ManagerManager and previously agreed to by the Sub-Adviser. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the FundPortfolio. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund Portfolio or to series or portfolios of the Company Trust for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund Portfolio or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the FundPortfolio's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 1 contract
Samples: Skandia Trust Sub Advisory Agreement (American Skandia Trust)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund -------------------- conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the Fund's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed in writing.
Appears in 1 contract
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof-------------------- Portfolio. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company Trust and the Directors Trustees at reasonable times and upon reasonable notice concerning the business of the CompanyTrust, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the FundPortfolio's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the DirectorsTrustees, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund Portfolio or otherwise represented in the FundPortfolio's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund Portfolio will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the FundPortfolio. No assets may be withdrawn from the Fund Portfolio other than for settlement of transactions on behalf of the Fund Portfolio except upon the written authorization of appropriate officers of the Company Trust who shall have been certified as such by proper authorities of the Company Trust prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund Portfolio except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund Portfolio or the FundPortfolio's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder by the Sub-Adviser pursuant to the ICA or the Advisers Act shall be the property of the Fund Portfolio and shall be surrendered by the Sub-Adviser to the Trust or the Investment Manager promptly upon request, provided that the Sub-Adviser may retain copies of those records. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund Portfolio to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter Subchapters L and M (including, respectively, Section 817(h) and Sections 851(b)(1), (2) and (3)) of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust; (v) policies and determinations of the Company Trust and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the FundPortfolio, as set out in the Registration Prospectus and Statement of Additional Information of the Company Trust as in effecteffect from time to time (the "Registration Statement"), or as such investment policies and restrictions from time to time may be amended by the FundPortfolio's shareholders or the Directors Trustees and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance comply with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance comply with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the FundPortfolio. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund Portfolio or to series or portfolios of the Company Trust for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund Portfolio or such other series or portfolios. The Sub-Advisor and the Investment Manager understand and agree that if the Investment Manager manages the Portfolio in a "manager-of-managers" style, the Investment Manager will, among other things, (i) continually evaluate the performance of the Sub-Advisor through quantitative and qualitative analysis and consultations with the Sub-Advisor, (ii) periodically make recommendations to the Trust's Board as to whether the contract with one or more sub-advisors should be renewed, modified or terminated, and (iii) periodically report to the Trust's Board regarding the results of its evaluation and monitoring functions. The Sub-Advisor recognizes that its services may be terminated or modified pursuant to this process. The Sub-Advisor acknowledges that the Investment Manager and the Trust intend to rely on Rules 17a-10 and 10f-3 under the ICA, to the extent applicable, and the Sub-Advisor hereby agrees that it shall not consult with any other Sub-Advisor to the Portfolio or the Trust with respect to transactions in securities for the Portfolio's portfolio or any other transactions of Portfolio assets. The Sub-Advisor further acknowledges that it shall not consult with any other sub-advisor of the Portfolio that is a principal underwriter or an affiliated person of a principal underwriter with respect to transactions in securities for the Portfolio's portfolio or any other transactions of Portfolio assets, and that its investment advisory responsibilities as set forth in this Agreement are limited to such discrete portion of the Portfolio's portfolio as determined by the Investment Manager. Unless the Investment Manager gives the Sub-Adviser written instructions specifying a different procedure for voting proxies, the Sub-Adviser shall, in good faith and in a manner that it reasonable believes best serves the interests of the Portfolio's shareholders, direct the Portfolio's custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Portfolio. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the FundPortfolio's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 1 contract
Investment Services. The Sub-Sub-Adviser will formulate and implement a continuous investment program for the Fund conforming to -------------------- under the investment objective, investment policies and restrictions general oversight of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser and Sub-Sub-Adviser will be available to consult with the Investment Manager, the Company and the Board of Directors of the Company (the "Directors") at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that neither the Sub-Adviser or the Sub-Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Sub-Adviser designated by the Sub-Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Sub-Adviser hereunder. Any records maintained hereunder by the Sub-Sub-Adviser pursuant to the ICA or the Advisers Act shall be the property of the Fund and shall be surrendered by the Sub-Sub-Adviser to the Company or the Investment Manager promptly upon request, provided that the Sub-Sub-Adviser may retain copies of those records. In furnishing the services under this Agreement, the Sub-Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter Subchapters L and M (including, respectively, Section 817(h) and Sections 851(b)(1), (2) and (3)) of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Prospectus and Statement of Additional Information of the Company as in effecteffect from time to time (the "Registration Statement"), or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Sub-Adviser shall have no responsibility to monitor compliance comply with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Sub-Adviser to monitor compliance comply with such limitations or restrictions unless such information is provided to the Sub-Sub-adviser in writing. The Sub-Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which Unless the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing give the Sub-Sub-Adviser written instructions specifying a different procedure for voting proxies, the Sub-Sub-Adviser shall, in good faith and in a manner that it reasonably believes best serves the interests of the Fund's shareholders, direct the Fund's custodian as to how to vote such services itself proxies as may be necessary or advisable in relation connection with any matters submitted to a vote of shareholders of securities held by the Fund or such other series or portfoliosFund. The Sub-Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the Fund's securities holdings. The Sub-Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 1 contract
Samples: Sub Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund Portfolio conforming to the investment objective, investment policies and restrictions of the Fund Portfolio as set forth in the Prospectus and Statement of Additional Information of the Company Trust as in effect from time to time (together, the "Registration Statement"), the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company Trust and the Directors Trustees at reasonable times and upon reasonable notice concerning the business of the CompanyTrust, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the FundPortfolio's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the DirectorsTrustees, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund Portfolio or otherwise represented in the FundPortfolio's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund Portfolio will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the FundPortfolio. No assets may be withdrawn from the Fund Portfolio other than for settlement of transactions on behalf of the Fund Portfolio except upon the written authorization of appropriate officers of the Company Trust who shall have been certified as such by proper authorities of the Company Trust prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund Portfolio except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund Portfolio or the FundPortfolio's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund Portfolio and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best reasonable efforts to enable the Fund Portfolio to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter Subchapters L and M (including, respectively, Section 817(h) and Sections 851(b)(1), (2) and (3)) of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust; (v) policies and determinations of the Company Trust and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the FundPortfolio, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the FundPortfolio's shareholders or the Directors Trustees and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the FundPortfolio. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund Portfolio or to series or portfolios of the Company Trust for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund Portfolio or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of any required Schedule 13-G or Schedule 13D and Form 13-F on behalf of with respect to securities held by the FundPortfolio. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 1 contract
Samples: Skandia Trust Sub Advisory Agreement (American Skandia Trust)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Registration Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Agreement and Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio Fund from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Agreement and Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfoliosseries. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the Fund's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 1 contract
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund -------------------- conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best reasonable efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. The Sub-Advisor and the Investment Manager understand and agree that if the Investment Manager manages the Fund in a "manager-of-managers" style, the Investment Manager will, among other things, (i) continually evaluate the performance of the Sub-Advisor through quantitative and qualitative analysis and consultations with the Sub-Advisor, (ii) periodically make recommendations to the Company's Board as to whether the contract with one or more sub-advisors should be renewed, modified or terminated, and (iii) periodically report to the Company's Board regarding the results of its evaluation and monitoring functions. The Sub-Advisor recognizes that its services may be terminated or modified pursuant to this process. The Sub-Advisor acknowledges that the Investment Manager and the Company intend to rely on Rules 17a-10 and 10f-3 under the ICA, and the Sub-Advisor hereby agrees that it shall not consult with any other Sub-Advisor to the Fund or the Company with respect to transactions in securities for the Fund's portfolio or any other transactions of Fund assets. The Sub-Advisor further acknowledges that it shall not consult with any other sub-advisor of the Fund that is a principal underwriter or an affiliated person of a principal underwriter with respect to transactions in securities for the Fund's portfolio or any other transactions of Fund assets, and that its investment advisory responsibilities as set forth in this Agreement are limited to such discrete portion of the Fund's portfolio as determined by the Investment Manager. The Sub-Adviser shall be responsible for the preparation and filing of any required Schedule 13-G or Schedule 13D and Form 13-F on behalf of with respect to securities held by the Fund. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed in writing.
Appears in 1 contract
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for -------------------- the Fund conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the Fund's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 1 contract
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund -------------------- conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. The Sub-Advisor and the Investment Manager understand and agree that if the Investment Manager manages the Fund in a "manager-of-managers" style, the Investment Manager will, among other things, (i) continually evaluate the performance of the Sub-Advisor through quantitative and qualitative analysis and consultations with the Sub-Advisor, (ii) periodically make recommendations to the Company's Board as to whether the contract with one or more sub-advisors should be renewed, modified or terminated, and (iii) periodically report to the Company's Board regarding the results of its evaluation and monitoring functions. The Sub-Advisor recognizes that its services may be terminated or modified pursuant to this process. The Sub-Advisor acknowledges that the Investment Manager and the Company intend to rely on Rules 17a-10 and 10f-3 under the ICA, to the extent applicable, and the Sub-Advisor hereby agrees that it shall not consult with any other Sub-Advisor to the Fund or the Company with respect to transactions in securities for the Fund's portfolio or any other transactions of Fund assets. The Sub-Advisor further acknowledges that it shall not consult with any other sub-advisor of the Fund that is a principal underwriter or an affiliated person of a principal underwriter with respect to transactions in securities for the Fund's portfolio or any other transactions of Fund assets, and that its investment advisory responsibilities as set forth in this Agreement are limited to such discrete portion of the Fund's portfolio as determined by the Investment Manager. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of 13F reflecting the Fund's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed in writing.
Appears in 1 contract
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser will formulate and implement a continuous and prudent investment program -------------------- for the Fund conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines and procedures adopted by the Directors, or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is -------- understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser will in its discretion will and according to its expert judgment determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. At any time, upon request by the Investment Manager, the Sub-Adviser will provide to the Investment Manager a complete list of the current holdings of the Fund. The Sub-Adviser may delegate certain of its investment advisory and other responsibilities and duties hereunder to one or more sub-sub-advisers; subject to: (i) the prior written approval ------- -- of the Investment Manager, (ii) the execution of a written sub-advisory agreement between the Sub-Adviser and its delegate, and (iii) the approval of such agreement by the Directors. Under the terms of such sub-advisory agreement, the Sub-Adviser shall remain responsible for ensuring that the investment program of the Fund is maintained. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will be responsible for voting proxies solicited by or with respect to the issuers of securities in which assets of the Fund may be invested. In voting such proxies for the Fund the Sub-Adviser shall do so in a manner that is in the best interests of the Fund and that is consistent with the Sub-Adviser's own written proxy voting guidelines or policies. In addition, upon reasonable request from the Investment Manager the Sub-Adviser (through a qualified person) will assist the pricing committee of the Investment Manager or the Company in valuing securities of the Fund as may be required from time to time, including making available information of which the Sub-Adviser has knowledge related to the securities being valued. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines guidelines, including procedures adopted by the Directors, or other instructions received in writing from the Investment Manager. In connection with (ii) above, the Sub-Adviser shall: (1) notify the Investment Manager immediately of any failure to comply with or any reasonable belief of an impending failure to comply with the diversification or qualification requirements, and (2) in the event of any failure to comply with Section 817(h) of the Internal Revenue Code at the end of any calendar quarter, the Sub-Adviser will take all necessary steps to adequately diversify the Fund within the period under Treas. Reg. 1.817-5. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios funds of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfoliosfunds. The Sub-Advisor and the Investment Manager understand and agree that if the Investment Manager manages the Fund in a "manager-of-managers" style, the Investment Manager will, among other things, (i) continually evaluate the performance of the Sub-Advisor through quantitative and qualitative analysis and consultations with the Sub-Advisor, (ii) periodically make recommendations to the Company's Board as to whether the contract with one or more sub-advisors should be renewed, modified or terminated, and (iii) periodically report to the Company's Board regarding the results of its evaluation and monitoring functions. The Sub-Advisor recognizes that its services may be terminated or modified pursuant to this process. The Sub-Advisor acknowledges that the Investment Manager and the Company intend to rely on Rules 17a-10 and 10f-3 under the ICA, and the Sub-Advisor hereby agrees that it shall not consult with any other Sub-Advisor to the Fund or the Company with respect to transactions in securities for the Fund's portfolio or any other transactions of Fund assets. The Sub-Advisor further acknowledges that it shall not consult with any other sub-advisor of the Fund that is a principal underwriter or an affiliated person of a principal underwriter with respect to transactions in securities for the Fund's portfolio or any other transactions of Fund assets, and that its investment advisory responsibilities as set forth in this Agreement are limited to such discrete portion of the Fund's portfolio as determined by the Investment Manager. The Sub-Adviser shall be responsible for the preparation and filing of Schedule Schedules 13D and 13-G G, and Form 13-F on behalf of 13F reflecting the Fund's securities holdings, as well as preparing and filing with any non-U.S. jurisdiction any such similar information required to be filed by the Fund reflecting the Fund's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 1 contract
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser Advisor will formulate and implement a continuous investment program for the Fund -------------------- conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser Advisor in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser Advisor until the Sub-AdviserAdvisor's receipt thereof. The appropriate officers and employees of the Sub-Adviser Advisor will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser Advisor is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser Advisor in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. The Sub-Advisor may delegate its investment advisory and other responsibilities and duties hereunder to an affiliated person of the Sub-Advisor, subject to the Sub-Advisor retaining overall responsibility for such powers and functions and any and all obligations and liabilities in connection therewith. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser Advisor designated by the Sub-Adviser Advisor to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser Advisor will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Advisors Act or as may be necessary for the Sub-Adviser Advisor to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser Advisor hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser Advisor will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser Advisor in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser Advisor in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser Advisor shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser Advisor to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser Advisor in writing. The Sub-Adviser Advisor shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers Advisors to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser Advisor does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. The Sub-Adviser Advisor and the Investment Manager understand and agree that if the Investment Manager manages the Fund in a "manager-of-managers" style, the Investment Manager will, among other things, (i) continually evaluate the performance of the Sub-Advisor through quantitative and qualitative analysis and consultations with the Sub-Advisor, (ii) periodically make recommendations to the Company's Board as to whether the contract with one or more sub-advisors should be renewed, modified or terminated, and (iii) periodically report to the Company's Board regarding the results of its evaluation and monitoring functions. The Sub-Advisor recognizes that its services may be terminated or modified pursuant to this process. The Sub-Advisor acknowledges that the Investment Manager and the Company intend to rely on Rules 17a-10 and 10f-3 under the ICA, to the extent applicable, and the Sub-Advisor hereby agrees that it shall not consult with any other Sub-Advisor to the Fund or the Company with respect to transactions in securities for the Fund's portfolio or any other transactions of Fund assets. The Sub-Advisor further acknowledges that it shall not consult with any other sub-advisor of the Fund that is a principal underwriter or an affiliated person of a principal underwriter with respect to transactions in securities for the Fund's portfolio or any other transactions of Fund assets, and that its investment advisory responsibilities as set forth in this Agreement are limited to such discrete portion of the Fund's portfolio as determined by the Investment Manager. The Sub-Advisor shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of the Fund. The Sub-Adviser Advisor shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed in writing.
Appears in 1 contract
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund -------------------- Portfolio conforming to the investment objective, investment policies and restrictions of the Fund Portfolio as set forth in the Prospectus and Statement of Additional Information of the Company Trust as in effect from time to time (together, the "Registration Statement"), the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company Trust and the Directors Trustees at reasonable times and upon reasonable notice concerning the business of the CompanyTrust, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the FundPortfolio's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the DirectorsTrustees, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund Portfolio or otherwise represented in the FundPortfolio's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund Portfolio will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the FundPortfolio. No assets may be withdrawn from the Fund Portfolio other than for settlement of transactions on behalf of the Fund Portfolio except upon the written authorization of appropriate officers of the Company Trust who shall have been certified as such by proper authorities of the Company Trust prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund Portfolio except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund Portfolio or the FundPortfolio's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund Portfolio and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund Portfolio to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter Subchapters L and M (including, respectively, Section 817(h) and Sections 851(b)(1), (2) and (3)) of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust; (v) policies and determinations of the Company Trust and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the FundPortfolio, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the FundPortfolio's shareholders or the Directors Trustees and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the FundPortfolio. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund Portfolio or to series or portfolios of the Company Trust for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund Portfolio or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the FundPortfolio's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 1 contract
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund -------------------- Portfolio conforming to the investment objective, investment policies and restrictions of the Fund Portfolio as set forth in the Prospectus and Registration Statement of Additional Information of the Company Trust as in effect from time to time (together, the "Registration Statement"), the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company Trust and the Directors Trustees at reasonable times and upon reasonable notice concerning the business of the CompanyTrust, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the FundPortfolio's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the DirectorsTrustees, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund Portfolio or otherwise represented in the FundPortfolio's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund Portfolio will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the FundPortfolio. No assets may be withdrawn from the Fund Portfolio other than for settlement of transactions on behalf of the Fund Portfolio except upon the written authorization of appropriate officers of the Company Trust who shall have been certified as such by proper authorities of the Company Trust prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund Portfolio except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided requested by the Sub-Adviser hereunderTrustees. Any records maintained hereunder shall be the property of the Fund Portfolio and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund Portfolio to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust communicated to the Sub-Advisor by the Investment Manager in writing; (v) policies and determinations of the Company Trust and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the FundPortfolio, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the FundPortfolio's shareholders or the Directors Trustees and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the FundPortfolio. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund Portfolio or to series or portfolios of the Company Trust for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund Portfolio or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the FundPortfolio's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 1 contract
Samples: Skandia Master Trust (American Skandia Master Trust)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to timeFund. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. -------------------- The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder by the Sub-Adviser pursuant to the ICA or the Advisers Act shall be the property of the Fund and shall be surrendered by the Sub-Adviser to the Company or the Investment Manager promptly upon request, provided that the Sub-Adviser may retain copies of those records. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter Subchapters L and M (including, respectively, Section 817(h) and Sections 851(b)(1), (2) and (3)) of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Prospectus and Statement of Additional Information of the Company as in effecteffect from time to time (the "Registration Statement"), or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance comply with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance comply with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. The Sub-Advisor and the Investment Manager understand and agree that if the Investment Manager manages the Fund in a "manager-of-managers" style, the Investment Manager will, among other things, (i) continually evaluate the performance of the Sub-Advisor through quantitative and qualitative analysis and consultations with the Sub-Advisor, (ii) periodically make recommendations to the Company's Board as to whether the contract with one or more sub-advisors should be renewed, modified or terminated, and (iii) periodically report to the Company's Board regarding the results of its evaluation and monitoring functions. The Sub-Advisor recognizes that its services may be terminated or modified pursuant to this process. The Sub-Advisor acknowledges that the Investment Manager and the Company intend to rely on Rules 17a-10 and 10f-3 under the ICA, to the extent applicable, and the Sub-Advisor hereby agrees that it shall not consult with any other Sub-Advisor to the Fund or the Company with respect to transactions in securities for the Fund's portfolio or any other transactions of Fund assets. The Sub-Advisor further acknowledges that it shall not consult with any other sub-advisor of the Fund that is a principal underwriter or an affiliated person of a principal underwriter with respect to transactions in securities for the Fund's portfolio or any other transactions of Fund assets, and that its investment advisory responsibilities as set forth in this Agreement are limited to such discrete portion of the Fund's portfolio as determined by the Investment Manager. Unless the Investment Manager gives the Sub-Adviser written instructions specifying a different procedure for voting proxies, the Sub-Adviser shall, in good faith and in a manner that it reasonably believes best serves the interests of the Fund's shareholders, direct the Fund's custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Fund. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the Fund's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 1 contract
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund -------------------- Portfolio conforming to the investment objective, investment policies and restrictions of the Fund Portfolio as set forth in the Prospectus and Statement of Additional Information of the Company Trust as in effect from time to time (together, the "Registration Statement"), the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company Trust and the Directors Trustees at reasonable times and upon reasonable notice concerning the business of the CompanyTrust, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the FundPortfolio's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the DirectorsTrustees, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund Portfolio or otherwise represented in the FundPortfolio's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. The Sub-Adviser may delegate its investment advisory and other responsibilities and duties hereunder to an affiliated person of the Sub-Adviser, subject to the Sub-Adviser retaining overall responsibility for such powers and functions and any and all obligations and liabilities in connection therewith. Custody of the Fund Portfolio will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the FundPortfolio. No assets may be withdrawn from the Fund Portfolio other than for settlement of transactions on behalf of the Fund Portfolio except upon the written authorization of appropriate officers of the Company Trust who shall have been certified as such by proper authorities of the Company Trust prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund Portfolio except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund Portfolio or the FundPortfolio's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund Portfolio and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund Portfolio to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter Subchapters L and M (including, respectively, Section 817(h) and Sections 851(b)(1), (2), (3) and (4)) of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust; (v) policies and determinations of the Company Trust and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the FundPortfolio, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the FundPortfolio's shareholders or the Directors Trustees and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the FundPortfolio. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund Portfolio or to series or portfolios of the Company Trust for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund Portfolio or such other series or portfolios. The Sub-Advisor and the Investment Manager understand and agree that if the Investment Manager manages the Portfolio in a "manager-of-managers" style, the Investment Manager will, among other things, (i) continually evaluate the performance of the Sub-Advisor through quantitative and qualitative analysis and consultations with the Sub-Advisor, (ii) periodically make recommendations to the Trust's Board as to whether the contract with one or more sub-advisors should be renewed, modified or terminated, and (iii) periodically report to the Trust's Board regarding the results of its evaluation and monitoring functions. The Sub-Advisor recognizes that its services may be terminated or modified pursuant to this process. The Sub-Advisor acknowledges that the Investment Manager and the Trust intend to rely on Rules 17a-10 and 10f-3 under the ICA, to the extent applicable, and the Sub-Advisor hereby agrees that it shall not consult with any other Sub-Advisor to the Portfolio or the Trust with respect to transactions in securities for the Portfolio's portfolio or any other transactions of Portfolio assets. The Sub-Advisor further acknowledges that it shall not consult with any other sub-advisor of the Portfolio that is a principal underwriter or an affiliated person of a principal underwriter with respect to transactions in securities for the Portfolio's portfolio or any other transactions of Portfolio assets, and that its investment advisory responsibilities as set forth in this Agreement are limited to such discrete portion of the Portfolio's portfolio as determined by the Investment Manager. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the FundPortfolio's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 1 contract
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund -------------------- conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. The Sub-Advisor and the Investment Manager understand and agree that if the Investment Manager manages the Fund in a "manager-of-managers" style, the Investment Manager will, among other things, (i) continually evaluate the performance of the Sub-Advisor through quantitative and qualitative analysis and consultations with the Sub-Advisor, (ii) periodically make recommendations to the Company's Board as to whether the contract with one or more sub-advisors should be renewed, modified or terminated, and (iii) periodically report to the Company's Board regarding the results of its evaluation and monitoring functions. The Sub-Advisor recognizes that its services may be terminated or modified pursuant to this process. The Sub-Advisor acknowledges that the Investment Manager and the Company intend to rely on Rules 17a-10 and 10f-3 under the ICA, and the Sub-Advisor hereby agrees that it shall not consult with any other Sub-Advisor to the Fund or the Company with respect to transactions in securities for the Fund's portfolio or any other transactions of Fund assets. The Sub-Advisor further acknowledges that it shall not consult with any other sub-advisor of the Fund that is a principal underwriter or an affiliated person of a principal underwriter with respect to transactions in securities for the Fund's portfolio or any other transactions of Fund assets, and that its investment advisory responsibilities as set forth in this Agreement are limited to such discrete portion of the Fund's portfolio as determined by the Investment Manager. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the Fund's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed in writing.
Appears in 1 contract
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Registration Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Agreement and Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided requested by the Sub-Adviser hereunderDirectors. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Agreement and Articles of Incorporation and By-laws of the CompanyCompany communicated to the Sub-Advisor by the Investment Manager in writing; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfoliosseries. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the Fund's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 1 contract
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the CompanyFund, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund Fund, except as specifically provided herein, as required by the ICA or the Advisers Act Act, or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable cause the Fund to conform comply with the Subchapter M qualification requirements of Section 851(b)(2) and (3) of the Internal Revenue Code and the regulations promulgated thereunder applicable to the requirements ofFund, to the extent such compliance is within the control of the Sub-Adviser. In addition, the Sub-Adviser will comply with: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iviii) the Articles of Incorporation and By-laws of the Company; (viv) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (viv) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effectas provided to the Sub-Adviser, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (viivi) the Registration StatementStatement as provided to the Sub-Adviser; and (viiivii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. In conducting these monitoring activities, the Sub-Adviser shall not be responsible for the accuracy of any financial information provided to it by the Investment Manager or a third-party or any information that was derived from such third-party financial information and, accordingly, shall not be liable for its failure to detect, prevent or correct any compliance violation to the extent such failure resulted from the inaccuracy of such third-party financial information unless the Sub-Adviser knew or reasonably should have known of such inaccuracy. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Unless the Investment Manager gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall use its good faith judgement in a manner that 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 Portfolio may be invested. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the Fund's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed in writing.
Appears in 1 contract
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund -------------------- conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best reasonable efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. The Sub-Advisor and the Investment Manager understand and agree that if the Investment Manager manages the Fund in a "manager-of-managers" style, the Investment Manager will, among other things, (i) continually evaluate the performance of the Sub-Advisor through quantitative and qualitative analysis and consultations with the Sub-Advisor, (ii) periodically make recommendations to the Company's Board as to whether the contract with one or more sub-advisors should be renewed, modified or terminated, and (iii) periodically report to the Company's Board regarding the results of its evaluation and monitoring functions. The Sub-Advisor recognizes that its services may be terminated or modified pursuant to this process. The Sub-Advisor acknowledges that the Investment Manager and the Company intend to rely on Rules 17a-10 and 10f-3 under the ICA, and the Sub-Advisor hereby agrees that it shall not consult with any other Sub-Advisor to the Fund or the Company with respect to transactions in securities for the Fund's portfolio or any other transactions of Fund assets. The Sub-Advisor further acknowledges that it shall not consult with any other sub-advisor of the Fund that is a principal underwriter or an affiliated person of a principal underwriter with respect to transactions in securities for the Fund's portfolio or any other transactions of Fund assets, and that its investment advisory responsibilities as set forth in this Agreement are limited to such discrete portion of the Fund's portfolio as determined by the Investment Manager. The Sub-Adviser shall be responsible for the preparation and filing of any required Schedule 13-G or Schedule 13D and Form 13-F on behalf of with respect to securities held by the Fund. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed in writing.
Appears in 1 contract
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund Portfolio conforming to the investment objective, investment policies and restrictions of the Fund Portfolio as set forth in the Prospectus and Statement of Additional Information of the Company Trust as in effect from time to time (together, the "Registration Statement"), the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company Trust and the Directors Trustees at reasonable times and upon reasonable notice concerning the business of the CompanyTrust, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the FundPortfolio's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the DirectorsTrustees, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund Portfolio or otherwise represented in the FundPortfolio's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. The Sub-Adviser may delegate its investment advisory and other responsibilities and duties hereunder to an affiliated person of the Sub-Adviser, subject to the Sub-Adviser retaining overall responsibility for such powers and functions and any and all obligations and liabilities in connection therewith. Custody of the Fund Portfolio will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the FundPortfolio. No assets may be withdrawn from the Fund Portfolio other than for settlement of transactions on behalf of the Fund Portfolio except upon the written authorization of appropriate officers of the Company Trust who shall have been certified as such by proper authorities of the Company Trust prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund Portfolio except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund Portfolio or the FundPortfolio's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund Portfolio and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund Portfolio to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter Subchapters L and M (including, respectively, Section 817(h) and Sections 851(b)(1), (2), (3) and (4)) of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust; (v) policies and determinations of the Company Trust and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the FundPortfolio, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the FundPortfolio's shareholders or the Directors Trustees and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the FundPortfolio. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund Portfolio or to series or portfolios of the Company Trust for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund Portfolio or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the FundPortfolio's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 1 contract
Samples: Skandia Trust Sub Advisory Agreement (American Skandia Trust)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements ofof the following as provided (except in the case of clauses (i), (ii) or (iii)) to the Sub-Adviser: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. In the event that the Investment Manager engages another sub-adviser to provide investment advice and/or other services to the Fund, the Investment Manager agrees to provide the Sub-Adviser with written notice of such engagement. In performing its obligations under this Agreement, the Sub-Adviser may rely upon the accuracy and completeness of information provided to it by or on behalf of the Investment Manager or the Fund's Custodian or Administrator if the Sub-Adviser cannot readily verify such information from records that it can reasonably keep as Sub-adviser. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the Fund's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 1 contract
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund Portfolio conforming -------------------- to the investment objective, investment policies and restrictions of the Fund Portfolio as set forth in the Prospectus and Registration Statement of Additional Information of the Company Trust as in effect from time to time (together, the "Registration Statement"), the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company Trust and the Directors Trustees at reasonable times and upon reasonable notice concerning the business of the CompanyTrust, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the FundPortfolio's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the DirectorsTrustees, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund Portfolio or otherwise represented in the FundPortfolio's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund Portfolio will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the FundPortfolio. No assets may be withdrawn from the Fund Portfolio other than for settlement of transactions on behalf of the Fund Portfolio except upon the written authorization of appropriate officers of the Company Trust who shall have been certified as such by proper authorities of the Company Trust prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund Portfolio except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund Portfolio or the FundPortfolio's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund Portfolio and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund Portfolio to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust; (v) policies and determinations of the Company Trust and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the FundPortfolio, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the FundPortfolio's shareholders or the Directors Trustees and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the FundPortfolio. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund Portfolio or to series or portfolios of the Company Trust for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund Portfolio or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of the FundPortfolio. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 1 contract
Samples: American Skandia Master Trust (American Skandia Master Trust)
Investment Services. The Sub-Adviser Advisers together will formulate and implement a continuous investment program for the Fund -------------------- conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser Advisers in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to either of the Sub-Adviser Advisers until the such Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser Advisers will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is Advisers are not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser Advisers in its their discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the portions of the Fund under their management or otherwise represented in the Fund's investment portfolio portfolios from time to time and, subject to the provisions of paragraph paragraphs 3 and 4 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Either of the Sub-Advisers may delegate its investment advisory and other responsibilities and duties hereunder to an affiliated person of such Sub-Adviser, subject to such Sub-Adviser retaining overall responsibility for such powers and functions and any and all obligations and liabilities in connection therewith. The Value Sub-Adviser shall be responsible for and supervise the activities of the Sub-Advisers, including the Sub-Advisers' compliance responsibilities hereunder and allocation of Fund assets between the Growth and Value Portfolios as described in the Registration Statement. The Sub-Advisers shall be jointly responsible for the provision of the investment advisory and other services contemplated by this Agreement. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser Advisers designated by the Sub-Adviser Advisers to settle transactions in respect of the FundPortfolios under their respective management, and to honor orders and instructions by employees of the Value Sub-Adviser regarding allocation of daily net Fund purchase proceeds between the Growth and Value Portfolios. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser Advisers will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser Advisers to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser Advisers hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser Advisers will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser Advisers in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser Advisers in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser Advisers shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser Advisers to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser advisers in writing. The Sub-Adviser Advisers shall supervise and monitor the activities of its their respective representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does Advisers do not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. In the event that the Investment Manager engages another sub-adviser to provide investment advice and/or services to the Fund or to the Portfolios, the Investment Manager agrees to provide the Sub-Advisers with written notice of such engagement. The Sub-Adviser Advisers shall be responsible for exercising any voting rights on any securities held by their respective Portfolios of the Fund. The Sub-Advisers shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf reflecting the Fund's securities holdings as part of the FundSub-Advisers' overall holdings. The Sub-Adviser Advisers shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed in writing.
Appears in 1 contract
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Registration Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Agreement and Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio Fund from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Agreement and Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series series. The Sub-Advisor and the Investment Manager understand and agree that if the Investment Manager manages the Fund in a "manager-of-managers" style, the Investment Manager will, among other things, (i) continually evaluate the performance of the Sub-Advisor through quantitative and qualitative analysis and consultations with the Sub-Advisor, (ii) periodically make recommendations to the Company's Board as to whether the contract with one or portfoliosmore sub-advisors should be renewed, modified or terminated, and (iii) periodically report to the Company's Board regarding the results of its evaluation and monitoring functions. The Sub-Advisor recognizes that its services may be terminated or modified pursuant to this process. The Sub-Advisor acknowledges that the Investment Manager and the Company intend to rely on Rules 17a-10 and 10f-3 under the ICA, to the extent applicable, and the Sub-Advisor hereby agrees that it shall not consult with any other Sub-Advisor to the Fund or the Company with respect to transactions in securities for the Fund's portfolio or any other transactions of Fund assets. The Sub-Advisor further acknowledges that it shall not consult with any other sub-advisor of the Fund that is a principal underwriter or an affiliated person of a principal underwriter with respect to transactions in securities for the Fund's portfolio or any other transactions of Fund assets, and that its investment advisory responsibilities as set forth in this Agreement are limited to such discrete portion of the Fund's portfolio as determined by the Investment Manager. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the Fund's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 1 contract
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund -------------------- conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. The Sub-Advisor and the Investment Manager understand and agree that if the Investment Manager manages the Fund in a "manager-of-managers" style, the Investment Manager will, among other things, (i) continually evaluate the performance of the Sub-Advisor through quantitative and qualitative analysis and consultations with the Sub-Advisor, (ii) periodically make recommendations to the Company's Board as to whether the contract with one or more sub-advisors should be renewed, modified or terminated, and (iii) periodically report to the Company's Board regarding the results of its evaluation and monitoring functions. The Sub-Advisor recognizes that its services may be terminated or modified pursuant to this process. The Sub-Advisor acknowledges that the Investment Manager and the Company intend to rely on Rules 17a-10 and 10f-3 under the ICA, and the Sub-Advisor hereby agrees that it shall not consult with any other Sub-Advisor to the Fund or the Company with respect to transactions in securities for the Fund's portfolio or any other transactions of Fund assets. The Sub-Advisor further acknowledges that it shall not consult with any other sub-advisor of the Fund that is a principal underwriter or an affiliated person of a principal underwriter with respect to transactions in securities for the Fund's portfolio or any other transactions of Fund assets, and that its investment advisory responsibilities as set forth in this Agreement are limited to such discrete portion of the Fund's portfolio as determined by the Investment Manager. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F 13F on behalf of the Fund. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed in writing.
Appears in 1 contract
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund -------------------- conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. The Sub-Advisor and the Investment Manager understand and agree that if the Investment Manager manages the Fund in a "manager-of-managers" style, the Investment Manager will, among other things, (i) continually evaluate the performance of the Sub-Advisor through quantitative and qualitative analysis and consultations with the Sub-Advisor, (ii) periodically make recommendations to the Company's Board as to whether the contract with one or more sub-advisors should be renewed, modified or terminated, and (iii) periodically report to the Company's Board regarding the results of its evaluation and monitoring functions. The Sub-Advisor recognizes that its services may be terminated or modified pursuant to this process. The Sub-Advisor acknowledges that the Investment Manager and the Company intend to rely on Rules 17a-10 and 10f-3 under the ICA, to the extent applicable, and the Sub-Advisor hereby agrees that it shall not consult with any other Sub-Advisor to the Fund or the Company with respect to transactions in securities for the Fund's portfolio or any other transactions of Fund assets. The Sub-Advisor further acknowledges that it shall not consult with any other sub-advisor of the Fund that is a principal underwriter or an affiliated person of a principal underwriter with respect to transactions in securities for the Fund's portfolio or any other transactions of Fund assets, and that its investment advisory responsibilities as set forth in this Agreement are limited to such discrete portion of the Fund's portfolio as determined by the Investment Manager. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the Fund's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 1 contract
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund -------------------- Portfolio conforming to the investment objective, investment policies and restrictions of the Fund Portfolio as set forth in the Prospectus and Registration Statement of Additional Information of the Company Trust as in effect from time to time (together, the "Registration Statement"), the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company Trust and the Directors Trustees at reasonable times and upon reasonable notice concerning the business of the CompanyTrust, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the FundPortfolio's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the DirectorsTrustees, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund Portfolio or otherwise represented in the FundPortfolio's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund Portfolio will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the FundPortfolio. No assets may be withdrawn from the Fund Portfolio other than for settlement of transactions on behalf of the Fund Portfolio except upon the written authorization of appropriate officers of the Company Trust who shall have been certified as such by proper authorities of the Company Trust prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund Portfolio except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund Portfolio or the FundPortfolio's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund Portfolio and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund Portfolio to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust; (v) policies and determinations of the Company Trust and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the FundPortfolio, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the FundPortfolio's shareholders or the Directors Trustees and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the FundPortfolio. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund Portfolio or to series or portfolios of the Company Trust for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund Portfolio or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of the Fund. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 1 contract
Samples: Skandia Master Trust (American Skandia Master Trust)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund -------------------- Portfolio conforming to the investment objective, investment policies and restrictions of the Fund Portfolio as set forth in the Prospectus and Statement of Additional Information of the Company Trust as in effect from time to time (together, the "Registration Statement"), the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof; provided, however, that amendments to any of the foregoing documents that are provided to the Sub-Adviser by means of facsimile transmission will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser confirms receipt thereof, either orally or in writing. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company Trust and the Directors Trustees at reasonable times and upon reasonable notice concerning the business of the CompanyTrust, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the FundPortfolio's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the DirectorsTrustees, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund Portfolio or otherwise represented in the FundPortfolio's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund Portfolio will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the FundPortfolio. No assets may be withdrawn from the Fund Portfolio other than for settlement of transactions on behalf of the Fund Portfolio except upon the written authorization of appropriate officers of the Company Trust who shall have been certified as such by proper authorities of the Company Trust prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund Portfolio except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund Portfolio or the FundPortfolio's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund Portfolio and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund Portfolio to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter Subchapters L and M (including, respectively, Section 817(h) and Sections 851(b)(1), (2), (3) and (4)) of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust; (v) policies and determinations of the Company Trust and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the FundPortfolio, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the FundPortfolio's shareholders or the Directors Trustees and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the FundPortfolio. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund Portfolio or to series or portfolios of the Company Trust for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund Portfolio or such other series or portfolios. Sub-Adviser shall not be responsible for any act or failure to act by the Investment Manager or by another sub-adviser in connection with the Investment Manager or any such sub-adviser providing investment advice to the Portfolio or any other series of the Trust, and shall not be subject to any requirements of this Agreement with respect to assets of the Portfolio or any other series of the Trust with respect to which the Sub-Adviser does not provide services under this Agreement. The Sub-Advisor and the Investment Manager understand and agree that if the Investment Manager manages the Portfolio in a "manager-of-managers" style, the Investment Manager will, among other things, (i) continually evaluate the performance of the Sub-Advisor through quantitative and qualitative analysis and consultations with the Sub-Advisor, (ii) periodically make recommendations to the Trust's Board as to whether the contract with one or more sub-advisors should be renewed, modified or terminated, and (iii) periodically report to the Trust's Board regarding the results of its evaluation and monitoring functions. The Sub-Advisor recognizes that its services may be terminated or modified pursuant to this process. The Sub-Advisor acknowledges that the Investment Manager and the Trust intend to rely on Rules 17a-10 and 10f-3 under the ICA, to the extent applicable, and the Sub-Advisor hereby agrees that it shall not consult with any other Sub-Advisor to the Portfolio or the Trust with respect to transactions in securities for the Portfolio's portfolio or any other transactions of Portfolio assets. The Sub-Advisor further acknowledges that it shall not consult with any other sub-advisor of the Portfolio that is a principal underwriter or an affiliated person of a principal underwriter with respect to transactions in securities for the Portfolio's portfolio or any other transactions of Portfolio assets, and that its investment advisory responsibilities as set forth in this Agreement are limited to such discrete portion of the Portfolio's portfolio as determined by the Investment Manager. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the FundPortfolio's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 1 contract
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for -------------------- the Fund conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information reasonably required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the Fund's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed in writing.
Appears in 1 contract
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Subadviser will furnish Adviser will formulate and implement a continuous with investment program for the Fund advisory services conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus ("Prospectus") and Statement of Additional Information ("SAI") included in the Registration Statement of the Company Company, as in effect from time to time (together, the "Registration Statement"), ) and in accordance with the Articles of Incorporation and By-laws Laws of the Company, and . Adviser will promptly furnish Subadviser with any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents such documents. Such amendments will not be deemed effective with respect to the Sub-Adviser Subadviser until the Sub-AdviserSubadviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment ManagerAdviser, which is in turn is subject to the supervision and control of the Directors, the Sub-Adviser Subadviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, and will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the The Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager Adviser will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated Subadviser authorized by the Sub-Adviser Subadviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will Subadviser shall not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA 1940 Act or the Advisers Act or as may be necessary for the Sub-Adviser Subadviser to supply to the Investment ManagerAdviser, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser Subadviser hereunder. Any In compliance with the requirements of Rule 31a-3 under the 1940 Act, Subadviser agrees that all records maintained hereunder shall be it maintains for the Fund are the property of the Fund Company and surrendered further agrees to surrender promptly to the Company or Adviser any such records upon the Company's or Adviser's request. Subadviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records it maintains for the Company. In furnishing the services under this Agreement, the Sub-Adviser Subadviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA 1940 Act applicable to it, and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal Federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager Adviser provided to the Sub-Adviser Subadviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies ; and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (viivi) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from Statement of the Investment ManagerCompany. Notwithstanding the foregoing, the Sub-Adviser Subadviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager Adviser or its authorized agents is required to enable the Sub-Adviser Subadviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser agreed upon between Adviser and Subadviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager Adviser from engaging other sub-advisers subadvisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser Subadviser does not provide such services, or to prevent the Investment Manager Adviser from providing such services itself in relation to the Fund or such other series or portfolios. The Sub-Adviser Subadviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of the Fund. The Sub-Adviser Subadviser shall not be responsible for the preparation or filing of or any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed in writing.
Appears in 1 contract
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund conforming -------------------- to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the Fund's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed in writing.
Appears in 1 contract
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for -------------------- the Fund Portfolio conforming to the investment objective, investment policies and restrictions of the Fund Portfolio as set forth in the Prospectus and Statement of Additional Information of the Company Trust as in effect from time to time (together, the "Registration Statement"), the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company Trust and the Directors Trustees at reasonable times and upon reasonable notice concerning the business of the CompanyTrust, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the FundPortfolio's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the DirectorsTrustees, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund Portfolio or otherwise represented in the FundPortfolio's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund Portfolio will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the FundPortfolio. No assets may be withdrawn from the Fund Portfolio other than for settlement of transactions on behalf of the Fund Portfolio except upon the written authorization of appropriate officers of the Company Trust who shall have been certified as such by proper authorities of the Company Trust prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund Portfolio except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund Portfolio or the FundPortfolio's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund Portfolio and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund Portfolio to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter Subchapters L and M (including, respectively, Section 817(h) and Sections 851(b)(1), (2) and (3)) of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust; (v) policies and determinations of the Company Trust and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the FundPortfolio, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the FundPortfolio's shareholders or the Directors Trustees and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the FundPortfolio. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund Portfolio or to series or portfolios of the Company Trust for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund Portfolio or such other series or portfolios. In the event that the Investment Manager engages another sub-adviser to provide investment advice and/or other services to the Portfolio, the Investment Manager agrees to provide the Sub-Adviser with written notice of such engagement. The Sub-Advisor and the Investment Manager understand and agree that if the Investment Manager manages the Portfolio in a "manager-of-managers" style, the Investment Manager will, among other things, (i) continually evaluate the performance of the Sub-Advisor through quantitative and qualitative analysis and consultations with the Sub-Advisor, (ii) periodically make recommendations to the Trust's Board as to whether the contract with one or more sub-advisors should be renewed, modified or terminated, and (iii) periodically report to the Trust's Board regarding the results of its evaluation and monitoring functions. The Sub-Advisor recognizes that its services may be terminated or modified pursuant to this process. The Sub-Advisor acknowledges that the Investment Manager and the Trust intend to rely on Rules 17a-10 and 10f-3 under the ICA, to the extent applicable, and the Sub-Advisor hereby agrees that it shall not consult with any other Sub-Advisor to the Portfolio or the Trust with respect to transactions in securities for the Portfolio's portfolio or any other transactions of Portfolio assets. The Sub-Advisor further acknowledges that it shall not consult with any other sub-advisor of the Portfolio that is a principal underwriter or an affiliated person of a principal underwriter with respect to transactions in securities for the Portfolio's portfolio or any other transactions of Portfolio assets, and that its investment advisory responsibilities as set forth in this Agreement are limited to such discrete portion of the Portfolio's portfolio as determined by the Investment Manager. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the FundPortfolio's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 1 contract
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund Portfolio conforming to the investment objective, investment policies and restrictions of the Fund Portfolio as set forth in the Prospectus and Statement of Additional Information of the Company Trust as in effect from time to time (together, the "Registration Statement"), the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof; provided, however, that amendments to any of the foregoing documents that are provided to the Sub-Adviser by means of facsimile transmission will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser confirms receipt thereof, either orally or in writing. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company Trust and the Directors Trustees at reasonable times and upon reasonable notice concerning the business of the CompanyTrust, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the FundPortfolio's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the DirectorsTrustees, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund Portfolio or otherwise represented in the FundPortfolio's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund Portfolio will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the FundPortfolio. No assets may be withdrawn from the Fund Portfolio other than for settlement of transactions on behalf of the Fund Portfolio except upon the written authorization of appropriate officers of the Company Trust who shall have been certified as such by proper authorities of the Company Trust prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund Portfolio except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund Portfolio or the FundPortfolio's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund Portfolio and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund Portfolio to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter Subchapters L and M (including, respectively, Section 817(h) and Sections 851(b)(1), (2), (3) and (4)) of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust; (v) policies and determinations of the Company Trust and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the FundPortfolio, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the FundPortfolio's shareholders or the Directors Trustees and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the FundPortfolio. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund Portfolio or to series or portfolios of the Company Trust for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund Portfolio or such other series or portfolios. Sub-Adviser shall not be responsible for any act or failure to act by the Investment Manager or by another sub-adviser in connection with the Investment Manager or any such sub-adviser providing investment advice to the Portfolio or any other series of the Trust, and shall not be subject to any requirements of this Agreement with respect to assets of the Portfolio or any other series of the Trust with respect to which the Sub-Adviser does not provide services under this Agreement. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the FundPortfolio's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 1 contract
Samples: Skandia Trust Sub Advisory Agreement (American Skandia Trust)
Investment Services. The Sub-Adviser will formulate and implement a continuous and prudent investment program -------------------- for the Fund Portfolio conforming to the investment objective, investment policies and restrictions of the Fund Portfolio as set forth in the Prospectus and Statement of Additional Information of the Company Trust as in effect from time to time (together, the "Registration Statement"), the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust, and any investment guidelines and procedures adopted by the Trustees, or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company Trust and the Directors Trustees at reasonable times and upon reasonable notice concerning the business of the CompanyTrust, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood -------- that the Sub-Adviser is not responsible for daily pricing of the FundPortfolio's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the DirectorsTrustees, the Sub-Adviser will in its discretion will and according to its expert judgment determine which issuers and securities will be purchased, held, sold or exchanged by the Fund Portfolio or otherwise represented in the FundPortfolio's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. At any time, upon request by the Investment Manager, the Sub-Adviser will provide to the Investment Manager a complete list of the current holdings of the Portfolio. The Sub-Adviser may delegate certain of its investment advisory and other responsibilities and duties hereunder to one or more sub-sub-advisers; subject to: (i) the prior ------- -- written approval of the Investment Manager, (ii) the execution of a written sub-advisory agreement between the Sub-Adviser and its delegate, and (iii) the approval of such agreement by the Trustees. Under the terms of such sub-advisory agreement, the Sub-Adviser shall remain responsible for ensuring that the investment program of the Portfolio is maintained. Custody of the Fund Portfolio will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the FundPortfolio. No assets may be withdrawn from the Fund Portfolio other than for settlement of transactions on behalf of the Fund Portfolio except upon the written authorization of appropriate officers of the Company Trust who shall have been certified as such by proper authorities of the Company Trust prior to the withdrawal. The Sub-Adviser will be responsible for voting proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio may be invested. In voting such proxies for the Portfolio the Sub-Adviser shall do so in a manner that is in the best interests of the Portfolio and that is consistent with the Sub-Adviser's own written proxy voting guidelines or policies. In addition, upon reasonable request from the Investment Manager the Sub-Adviser (through a qualified person) will assist the pricing committee of the Investment Manager or the Trust in valuing securities of the Portfolio as may be required from time to time, including making available information of which the Sub-Adviser has knowledge related to the securities being valued. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund Portfolio except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund Portfolio or the FundPortfolio's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund Portfolio and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter Subchapters L and M (including, respectively, the diversification requirements of Section 817(h) and the qualification requirements for a Regulated Investment Company under Sections 851(b)(1), (2) and (3)) of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust; (v) policies and determinations of the Company Trust and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the FundPortfolio, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the FundPortfolio's shareholders or the Directors Trustees and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines guidelines, including procedures adopted by the Trustees, or other instructions received in writing from the Investment Manager. In connection with (ii) above, the Sub-Adviser shall: (1) notify the Investment Manager immediately of any failure to comply with or any reasonable belief of an impending failure to comply with the diversification or qualification requirements, and (2) in the event of any failure to comply with Section 817(h) of the Internal Revenue Code at the end of any calendar quarter, the Sub-Adviser will take all necessary steps to adequately diversify the Portfolio within the period under Treas. Reg. 1.817-5. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the FundPortfolio. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund Portfolio or to series or portfolios of the Company Trust for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund Portfolio or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of Schedule Schedules 13D and 13-G G, and Form 1313F reflecting the Portfolio's securities holdings, as well as preparing and filing with any non-F on behalf of U.S. jurisdiction any such similar information required to be filed by the FundPortfolio reflecting the Portfolio's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 1 contract
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund -------------------- Portfolio conforming to the investment objective, investment policies and restrictions of the Fund Portfolio as set forth in the Prospectus and Statement of Additional Information of the Company Trust as in effect from time to time (together, the "Registration Statement"), the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company Trust and the Directors Trustees at reasonable times and upon reasonable notice concerning the business of the CompanyTrust, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the FundPortfolio's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the DirectorsTrustees, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund Portfolio or otherwise represented in the FundPortfolio's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund Portfolio will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the FundPortfolio. No assets may be withdrawn from the Fund Portfolio other than for settlement of transactions on behalf of the Fund Portfolio except upon the written authorization of appropriate officers of the Company Trust who shall have been certified as such by proper authorities of the Company Trust prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund Portfolio except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund Portfolio or the FundPortfolio's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund Portfolio and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of the Fund. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed in writing.
Appears in 1 contract
Investment Services. The Sub-Adviser Advisor will formulate and implement a continuous investment program for the Fund -------------------- Portfolio conforming to the investment objective, investment policies and restrictions of the Fund Portfolio as set forth in the Prospectus and Statement of Additional Information of the Company Trust as in effect from time to time (together, the "Registration Statement"), the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust, and any investment guidelines or other instructions received by the Sub-Adviser Advisor in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser Advisor until the Sub-AdviserAdvisor's receipt thereof. The appropriate officers and employees of the Sub-Adviser Advisor will be available to consult with the Investment Manager, the Company Trust and the Directors Trustees at reasonable times and upon reasonable notice concerning the business of the CompanyTrust, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser Advisor is not responsible for daily pricing of the FundPortfolio's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the DirectorsTrustees, the Sub-Adviser Advisor in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund Portfolio or otherwise represented in the FundPortfolio's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. The Sub-Advisor may delegate its investment advisory and other responsibilities and duties hereunder to an affiliated person of the Sub-Advisor, subject to the Sub-Advisor retaining overall responsibility for such powers and functions and any and all obligations and liabilities in connection therewith. Custody of the Fund Portfolio will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser Advisor designated by the Sub-Adviser Advisor to settle transactions in respect of the FundPortfolio. No assets may be withdrawn from the Fund Portfolio other than for settlement of transactions on behalf of the Fund Portfolio except upon the written authorization of appropriate officers of the Company Trust who shall have been certified as such by proper authorities of the Company Trust prior to the withdrawal. The Sub-Adviser Advisor will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund Portfolio except as specifically provided herein, as required by the ICA or the Advisers Advisors Act or as may be necessary for the Sub-Adviser Advisor to supply to the Investment Manager, the Fund Portfolio or the FundPortfolio's shareholders the information required to be provided by the Sub-Adviser Advisor hereunder. Any records maintained hereunder shall be the property of the Fund Portfolio and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser Advisor will comply with and use its best efforts to enable the Fund Portfolio to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust; (v) policies and determinations of the Company Trust and the Investment Manager provided to the Sub-Adviser Advisor in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the FundPortfolio, as set out in the Registration Statement of the Company Trust in effect, or as such investment policies and restrictions from time to time may be amended by the FundPortfolio's shareholders or the Directors Trustees and communicated to the Sub-Adviser Advisor in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser Advisor shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser Advisor to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser Advisor in writing. The Sub-Adviser Advisor shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the FundPortfolio. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers Advisors to provide investment advice and other services to the Fund Portfolio or to series or portfolios of the Company Trust for which the Sub-Adviser Advisor does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund Portfolio or such other series or portfolios. The Sub-Adviser Advisor shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of the FundPortfolio. The Sub-Adviser Advisor shall not be responsible for the preparation or filing of any other reports required of the Fund Portfolio by any governmental or regulatory agency, except as expressly agreed in writing.
Appears in 1 contract
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund Portfolio conforming to the investment objective, investment policies and restrictions of the Fund Portfolio as set forth in the Prospectus and Statement of Additional Information of the Company Trust as in effect from time to time (together, the "Registration Statement"), the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company Trust and the Directors Trustees at reasonable times and upon reasonable notice concerning the business of the CompanyTrust, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the FundPortfolio's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the DirectorsTrustees, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund Portfolio or otherwise represented in the FundPortfolio's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund Portfolio will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the FundPortfolio. No assets may be withdrawn from the Fund Portfolio other than for settlement of transactions on behalf of the Fund Portfolio except upon the written authorization of appropriate officers of the Company Trust who shall have been certified as such by proper authorities of the Company Trust prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund Portfolio except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund Portfolio or the FundPortfolio's shareholders the information required to be provided by the Sub-Adviser hereunder. Any In compliance with the requirements of Rule 31a-3 under the ICA, any records maintained that the Sub-Adviser maintains hereunder shall be the property of the Fund Trust and surrendered the Sub-Adviser agrees to surrender promptly any such records to the Trust of the Investment Manager upon the Trust's or the Investment Manager's request. The Sub-Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the ICA the records it maintains for the Trust. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund Portfolio to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter Subchapters L and M (including, respectively, Section 817(h) and Sections 851(b)(1), (2) and (3)) of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust; (v) policies and determinations of the Company Trust and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the FundPortfolio, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the FundPortfolio's shareholders or the Directors Trustees and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the FundPortfolio. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund Portfolio or to series or portfolios of the Company Trust for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund Portfolio or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the FundPortfolio's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 1 contract
Samples: Skandia Trust Sub Advisory Agreement (American Skandia Trust)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund Portfolio conforming to the investment objective, investment policies and restrictions of the Fund Portfolio as set forth in the Prospectus and Statement of Additional Information of the Company Trust as in effect from time to time (together, the "Registration Statement"), the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company Trust and the Directors Trustees at reasonable times and upon reasonable notice concerning the business of the CompanyTrust, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the FundPortfolio's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the DirectorsTrustees, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund Portfolio or otherwise represented in the FundPortfolio's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund Portfolio will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the FundPortfolio. No assets may be withdrawn from the Fund Portfolio other than for settlement of transactions on behalf of the Fund Portfolio except upon the written authorization of appropriate officers of the Company Trust who shall have been certified as such by proper authorities of the Company Trust prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund Portfolio except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund Portfolio or the FundPortfolio's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund Portfolio and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund Portfolio to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter Subchapters L and M (including, respectively, Section 817(h) and Sections 851(b)(1), (2) and (3)) of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust; (v) policies and determinations of the Company Trust and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the FundPortfolio, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the FundPortfolio's shareholders or the Directors Trustees and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the FundPortfolio. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund Portfolio or to series or portfolios of the Company Trust for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund Portfolio or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the FundPortfolio's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing. 2.
Appears in 1 contract
Samples: Skandia Trust Sub Advisory Agreement (American Skandia Trust)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund Portfolio conforming to the investment objective, investment policies and restrictions of the Fund Portfolio as set forth in the Prospectus and Statement of Additional Information of the Company Trust as in effect from time to time (together, the "Registration Statement"), the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company Trust and the Directors Trustees at reasonable times and upon reasonable notice concerning the business of the CompanyTrust, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the FundPortfolio's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the DirectorsTrustees, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund Portfolio or otherwise represented in the FundPortfolio's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund Portfolio will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the FundPortfolio. No assets may be withdrawn from the Fund Portfolio other than for settlement of transactions on behalf of the Fund Portfolio except upon the written authorization of appropriate officers of the Company Trust who shall have been certified as such by proper authorities of the Company Trust prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund Portfolio except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund Portfolio or the FundPortfolio's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund Portfolio and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund Portfolio to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter Subchapters L and M (including, respectively, Section 817(h) and Sections 851(b)(1), (2) and (3)) of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust; (v) policies and determinations of the Company Trust and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the FundPortfolio, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the FundPortfolio's shareholders or the Directors Trustees and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the FundPortfolio. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund Portfolio or to series or portfolios of the Company Trust for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund Portfolio or such other series or portfolios. In the event that the Investment Manager engages another sub-adviser to provide investment advice and/or other services to the Portfolio, the Investment Manager agrees to provide the Sub-Adviser with written notice of such engagement. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the FundPortfolio's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 1 contract
Samples: Skandia Trust Sub Advisory Agreement (American Skandia Trust)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for -------------------- the Fund Portfolio conforming to the investment objective, investment policies and restrictions of the Fund Portfolio as set forth in the Prospectus and Statement of Additional Information of the Company Trust as in effect from time to time (together, the "Registration Statement"), the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company Trust and the Directors Trustees at reasonable times and upon reasonable notice concerning the business of the CompanyTrust, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the FundPortfolio's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the DirectorsTrustees, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund Portfolio or otherwise represented in the FundPortfolio's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody The Sub-Adviser may delegate certain of its investment advisory and other responsibilities and duties hereunder to one or more sub-sub-advisers. The Investment Manager hereby permits the Sub-Adviser to delegate to Massachusetts Financial Services ("MFS") the day-to-day operations of the Fund Portfolio subject to a written interim sub-sub-advisory agreement between the Sub-Adviser and MFS. Under the terms of such sub-sub-advisory agreement, MFS shall be responsible for managing the investment program of the Portfolio in the Alger style of investment management. Cusxxxx of the Portfolio will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the FundPortfolio. No assets may be withdrawn from the Fund Portfolio other than for settlement of transactions on behalf of the Fund Portfolio except upon the written authorization of appropriate officers of the Company Trust who shall have been certified as such by proper authorities of the Company Trust prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund Portfolio except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund Portfolio or the FundPortfolio's shareholders the information reasonably required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund Portfolio and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund Portfolio to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter Subchapters L and M (including, respectively, Section 817(h) and Sections 851(b)(1), (2) and (3)) of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust; (v) policies and determinations of the Company Trust and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the FundPortfolio, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the FundPortfolio's shareholders or the Directors Trustees and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the FundPortfolio. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund Portfolio or to series or portfolios of the Company Trust for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund Portfolio or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the FundPortfolio's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 1 contract
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund -------------------- conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Registration Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Agreement and Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Agreement and Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfoliosseries. The Sub-Adviser Advisor and the Investment Manager understand and agree that if the Investment Manager manages the Fund in a "manager-of-managers" style, the Investment Manager will, among other things, (i) continually evaluate the performance of the Sub-Advisor through quantitative and qualitative analysis and consultations with the Sub-Advisor, (ii) periodically make recommendations to the Company's Board as to whether the contract with one or more sub-advisors should be renewed, modified or terminated, and (iii) periodically report to the Company's Board regarding the results of its evaluation and monitoring functions. The Sub-Advisor recognizes that its services may be terminated or modified pursuant to this process. The Sub-Advisor acknowledges that the Investment Manager and the Company intend to rely on Rules 17a-10 and 10f-3 under the ICA, and the Sub-Advisor hereby agrees that it shall be responsible not consult with any other Sub-Advisor to the Fund or the Company with respect to transactions in securities for the preparation Fund's portfolio or any other transactions of Fund assets. The Sub-Advisor further acknowledges that it shall not consult with any other sub-advisor of the Fund that is a principal underwriter or an affiliated person of a principal underwriter with respect to transactions in securities for the Fund's portfolio or any other transactions of Fund assets, and filing of Schedule 13-G and Form 13-F on behalf that its investment advisory responsibilities as set forth in this Agreement are limited to such discrete portion of the Fund's portfolio as determined by the Investment Manager. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 1 contract
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Sub-Adviser will formulate and implement a continuous investment program for the Fund conforming to Portfolio under ------------------- the investment objective, investment policies and restrictions general oversight of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser and the Sub-Sub-Adviser will be available to consult with the Investment Manager, the Company Trust and the Directors Board of Trustees of the Trust (the "Trustees") at reasonable times and upon reasonable notice concerning the business of the CompanyTrust, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that neither the Sub-Adviser nor the Sub-Sub-Adviser is not responsible for daily pricing of the FundPortfolio's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the DirectorsTrustees, the Sub-Sub-Adviser in each of its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund Portfolio or otherwise represented in the FundPortfolio's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund Portfolio will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Sub-Adviser designated by the Sub-Sub-Adviser to settle transactions in respect of the FundPortfolio. No assets may be withdrawn from the Fund Portfolio other than for settlement of transactions on behalf of the Fund Portfolio except upon the written authorization of appropriate officers of the Company Trust who shall have been certified as such by proper authorities of the Company Trust prior to the withdrawal. The Sub-Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund Portfolio except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Sub-Adviser to supply to the Investment Manager, the Fund Portfolio or the FundPortfolio's shareholders the information required to be provided by the Sub-Sub-Adviser hereunder. Any records maintained hereunder by the Sub-Sub-Adviser pursuant to the ICA or the Advisers Act shall be the property of the Fund Portfolio and shall be surrendered by the Sub-Sub-Adviser to the Trust or the Investment Manager promptly upon request, provided that the Sub-Sub-Adviser may retain copies of those records. In furnishing the services under this Agreement, the Sub-Sub-Adviser will comply with and use its best efforts to enable the Fund Portfolio to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter Subchapters L and M (including, respectively, Section 817(h) and Sections 851(b)(1), (2) and (3)) of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust; (v) policies and determinations of the Company Trust and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the FundPortfolio, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the FundPortfolio's shareholders or the Directors Trustees and communicated to the Sub-Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Sub-Adviser shall have no responsibility to monitor compliance comply with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Sub-Adviser to monitor compliance comply with such limitations or restrictions unless such information is provided to the Sub-adviser Sub-Adviser in writing. The Sub-Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the FundPortfolio. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which Unless the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing give the Sub-Sub-Adviser written instructions specifying a different procedure for voting proxies, the Sub-Sub-Adviser shall, in good faith and in a manner that it reasonably believes best serves the interests of the Portfolio's shareholders, direct the Portfolio's custodian as to how to vote such services itself proxies as may be necessary or advisable in relation connection with any matters submitted to a vote of shareholders of securities held by the Fund or such other series or portfoliosPortfolio. The Sub-Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the FundPortfolio's securities holdings. The Sub-Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 1 contract
Investment Services. The Adviser hereby engages the services of Sub-Adviser in connection with Adviser's management of the Portfolio. Pursuant to this Agreement and subject to the oversight and supervision of the Adviser and the Trustees, the Sub-Adviser shall manage the investment and reinvestment of that portion of the Portfolio as Adviser shall determine from time to time (hereinafter referred to as the "Sub-Portfolio"). Adviser intends to use a manager-of-managers approach to manage the Portfolio. The number of sub-advisers, the named sub-advisers, and the percentage of assets of the Portfolio managed by each sub-adviser shall be determined by the Trustees and the Adviser from time to time; provided, however, the Sub-Adviser shall be given not less than thirty (30) days advance written notice of all changes affecting this Agreement or the Sub-Adviser's role hereunder. The Sub-Adviser will shall formulate and implement a continuous investment program for the Fund Sub-Portfolio conforming to the investment objective, investment policies and restrictions of the Fund Sub-Portfolio as set forth in the Prospectus and Statement of Additional Information of the Company Fund as in effect from time to time (together, the "Registration Statement"), the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyFund, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager Adviser from time to timetime and all applicable securities laws and related regulations. Any amendments to the foregoing documents (excluding securities laws and regulations) will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The Adviser acknowledges and agrees that the Sub-Adviser is hereby authorized, to freely exercise on behalf of the Trust, its rights as a shareholder of the various companies in which the Sub-Portfolio may invest including, but not limited to its right to, (a) communicate its views on matters of policy to management, the board of directors and other shareholders of a portfolio company and (b) take such other steps, either individually or as part of a group, to (i) influence a portfolio company's decision-making process, (ii) seek changes in a company's management or board of directors, (iii) effect the sale of all or some of a portfolio company's assets and (iv) vote to participate in or oppose a takeover effort by or of a portfolio company whenever the Sub-Adviser believes such activities may affect the value of the Trust's investment ("control actions"). The Adviser understands that such control actions could result in additional expense to the Trust, including expenses associated with operational or regulatory requirements and the ongoing cost of potential litigation as a plaintiff. However, no expense shall be incurred without the written consent of the Adviser. The Adviser further understands that such control actions also could restrict the Trust's ability to freely trade in the securities of a portfolio company with respect to which it is deemed to be investing for control, which might adversely affect the Trust's liquidity as well as the valuation of those securities. Greater public disclosure could be required regarding the Trust's investment and trading strategies in regulatory filings relating to such securities. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment ManagerAdviser, the Company Trust and the Directors trustees at reasonable times and upon reasonable notice concerning the business of the CompanySub-Portfolio, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the FundSub-Portfolio's assets. Subject assets except for recommending to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Adviser upon request proposed valuations for portfolio securities when market quotations are not readily available. Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund Portfolio or Sub-Portfolio, except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment ManagerAdviser, the Fund Portfolio or the FundPortfolio's shareholders the information required to be provided by the Sub-Adviser hereunder. To the extent the Sub-Adviser agrees to perform any such services, they shall be performed based upon the books and records the Sub-Adviser maintains with respect to the Sub-Portfolio. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of the Fund. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed in writing.
Appears in 1 contract
Samples: Ultra Series Fund
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund -------------------- conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best reasonable efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of any required Schedule 13-G or Schedule 13D and Form 13-F on behalf of with respect to securities held by the Fund. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed in writing.
Appears in 1 contract
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund -------------------- conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information reasonably required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. The Sub-Advisor and the Investment Manager understand and agree that if the Investment Manager manages the Fund in a "manager-of-managers" style, the Investment Manager will, among other things, (i) continually evaluate the performance of the Sub-Advisor through quantitative and qualitative analysis and consultations with the Sub-Advisor, (ii) periodically make recommendations to the Company's Board as to whether the contract with one or more sub-advisors should be renewed, modified or terminated, and (iii) periodically report to the Company's Board regarding the results of its evaluation and monitoring functions. The Sub-Advisor recognizes that its services may be terminated or modified pursuant to this process. The Sub-Advisor acknowledges that the Investment Manager and the Company intend to rely on Rules 17a-10 and 10f-3 under the ICA, and the Sub-Advisor hereby agrees that it shall not consult with any other Sub-Advisor to the Fund or the Company with respect to transactions in securities for the Fund's portfolio or any other transactions of Fund assets. The Sub-Advisor further acknowledges that it shall not consult with any other sub-advisor of the Fund that is a principal underwriter or an affiliated person of a principal underwriter with respect to transactions in securities for the Fund's portfolio or any other transactions of Fund assets, and that its investment advisory responsibilities as set forth in this Agreement are limited to such discrete portion of the Fund's portfolio as determined by the Investment Manager. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the Fund's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed in writing.
Appears in 1 contract
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund Portfolio -------------------- conforming to the investment objective, investment policies and restrictions of the Fund Portfolio as set forth in the Prospectus and Statement of Additional Information of the Company Trust as in effect from time to time (together, the "Registration Statement"), the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company Trust and the Directors Trustees at reasonable times and upon reasonable notice concerning the business of the CompanyTrust, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the FundPortfolio's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the DirectorsTrustees, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund Portfolio or otherwise represented in the FundPortfolio's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund Portfolio will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the FundPortfolio. No assets may be withdrawn from the Fund Portfolio other than for settlement of transactions on behalf of the Fund Portfolio except upon the written authorization of appropriate officers of the Company Trust who shall have been certified as such by proper authorities of the Company Trust prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund Portfolio except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund Portfolio or the FundPortfolio's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund Portfolio and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of the Fund. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed in writing.
Appears in 1 contract
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information reasonably required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the Fund's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed in writing.
Appears in 1 contract
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for -------------------- the Fund Portfolio conforming to the investment objective, investment policies and restrictions of the Fund Portfolio as set forth in the Prospectus and Statement of Additional Information of the Company Trust as in effect from time to time (together, the "Registration Statement"), the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company Trust and the Directors Trustees at reasonable times and upon reasonable notice concerning the business of the CompanyTrust, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the FundPortfolio's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the DirectorsTrustees, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund Portfolio or otherwise represented in the FundPortfolio's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund Portfolio will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the FundPortfolio. No assets may be withdrawn from the Fund Portfolio other than for settlement of transactions on behalf of the Fund Portfolio except upon the written authorization of appropriate officers of the Company Trust who shall have been certified as such by proper authorities of the Company Trust prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund Portfolio except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund Portfolio or the FundPortfolio's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund Portfolio and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund Portfolio to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter Subchapters L and M (including, respectively, Section 817(h) and Sections 851(b)(1), (2) and (3)) of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust; (v) policies and determinations of the Company Trust and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the FundPortfolio, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the FundPortfolio's shareholders or the Directors Trustees and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the FundPortfolio. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund Portfolio or to series or portfolios of the Company Trust for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund Portfolio or such other series or portfolios. The Sub-Advisor and the Investment Manager understand and agree that if the Investment Manager manages the Portfolio in a "manager-of-managers" style, the Investment Manager will, among other things, (i) continually evaluate the performance of the Sub-Advisor through quantitative and qualitative analysis and consultations with the Sub-Advisor, (ii) periodically make recommendations to the Trust's Board as to whether the contract with one or more sub-advisors should be renewed, modified or terminated, and (iii) periodically report to the Trust's Board regarding the results of its evaluation and monitoring functions. The Sub-Advisor recognizes that its services may be terminated or modified pursuant to this process. The Sub-Advisor acknowledges that the Investment Manager and the Trust intend to rely on Rules 17a-10 and 10f-3 under the ICA, to the extent applicable, and the Sub-Advisor hereby agrees that it shall not consult with any other Sub-Advisor to the Portfolio or the Trust with respect to transactions in securities for the Portfolio's portfolio or any other transactions of Portfolio assets. The Sub-Advisor further acknowledges that it shall not consult with any other sub-advisor of the Portfolio that is a principal underwriter or an affiliated person of a principal underwriter with respect to transactions in securities for the Portfolio's portfolio or any other transactions of Portfolio assets, and that its investment advisory responsibilities as set forth in this Agreement are limited to such discrete portion of the Portfolio's portfolio as determined by the Investment Manager. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the FundPortfolio's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 1 contract
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Registration Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Agreement and Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Agreement and Articles of Incorporation Incorporatiom and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfoliosseries. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of the Fund. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 1 contract
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal lawlaw that are communicated to Sub-Adviser; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. The Sub-Advisor and the Investment Manager understand and agree that if the Investment Manager manages the Fund in a "manager-of-managers" style, the Investment Manager will, among other things, (i) continually evaluate the performance of the Sub-Advisor through quantitative and qualitative analysis and consultations with the Sub-Advisor, (ii) periodically make recommendations to the Company's Board as to whether the contract with one or more sub-advisors should be renewed, modified or terminated, and (iii) periodically report to the Company's Board regarding the results of its evaluation and monitoring functions. The Sub-Advisor recognizes that its services may be terminated or modified pursuant to this process. The Sub-Advisor acknowledges that the Investment Manager and the Company intend to rely on Rules 17a-10 and 10f-3 under the ICA, to the extent applicable, and the Sub-Advisor hereby agrees that it shall not consult with any other Sub-Advisor to the Fund or the Company with respect to transactions in securities for the Fund's portfolio or any other transactions of Fund assets. The Sub-Advisor further acknowledges that it shall not consult with any other sub-advisor of the Fund that is a principal underwriter or an affiliated person of a principal underwriter with respect to transactions in securities for the Fund's portfolio or any other transactions of Fund assets, and that its investment advisory responsibilities as set forth in this Agreement are limited to such discrete portion of the Fund's portfolio as determined by the Investment Manager. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F 13F on behalf of the Fund. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed in writing.
Appears in 1 contract
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Registration Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Agreement and Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Agreement and Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of the Fundseries. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 1 contract
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund -------------------- Portfolio conforming to the investment objective, investment policies and restrictions of the Fund Portfolio as set forth in the Prospectus and Statement of Additional Information of the Company Trust as in effect from time to time (together, the "Registration Statement"), the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company Trust and the Directors Trustees at reasonable times and upon reasonable notice concerning the business of the CompanyTrust, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the FundPortfolio's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the DirectorsTrustees, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund Portfolio or otherwise represented in the FundPortfolio's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund Portfolio will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the FundPortfolio. No assets may be withdrawn from the Fund Portfolio other than for settlement of transactions on behalf of the Fund Portfolio except upon the written authorization of appropriate officers of the Company Trust who shall have been certified as such by proper authorities of the Company Trust prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund Portfolio except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund Portfolio or the FundPortfolio's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund Portfolio and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund Portfolio to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter Subchapters L and M (including, respectively, Section 817(h) and Sections 851(b)(1), (2) and (3)) of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust; (v) policies and determinations of the Company Trust and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the FundPortfolio, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the FundPortfolio's shareholders or the Directors Trustees and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the FundPortfolio. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund Portfolio or to series or portfolios of the Company Trust for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund Portfolio or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of 13F reflecting the FundPortfolio's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 1 contract
Investment Services. The Sub-Subadviser will furnish Adviser will formulate and implement a continuous with investment program for the Fund advisory services conforming to the investment objective, investment policies and restrictions of the Fund Funds as set forth in the Prospectus ("Prospectus") and Statement of Additional Information ("SAI") included in the Registration Statement of the Company Company, as in effect from time to time (together, the "Registration Statement"), ) and in accordance with the Articles of Incorporation and By-laws Laws of the Company, and . Adviser will promptly furnish Subadviser with any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents such documents. Such amendments will not be deemed effective with respect to the Sub-Adviser Subadviser until the Sub-AdviserSubadviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment ManagerAdviser, which is in turn is subject to the supervision and control of the Directors, the Sub-Adviser Subadviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund Funds or otherwise represented in the Fund's Funds' investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, and will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund The Funds will be maintained by a custodian bank (the "Custodian") and the Investment Manager Adviser will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated Subadviser authorized by the Sub-Adviser Subadviser to settle transactions in respect of the FundFunds. No assets may be withdrawn from the Fund Funds other than for settlement of transactions on behalf of the Fund Funds except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will Subadviser shall not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund Funds except as specifically provided herein, as required by the ICA 1940 Act or the Advisers Act or as may be necessary for the Sub-Adviser Subadviser to supply to the Investment ManagerAdviser, the Fund Funds or the Fund's Funds' shareholders the information required to be provided by the Sub-Adviser Subadviser hereunder. Any In compliance with the requirements of Rule 31a-3 under the 1940 Act, Subadviser agrees that all records maintained hereunder shall be it maintains for the Funds are the property of the Fund Company and surrendered further agrees to surrender promptly to the Company or Adviser any such records upon the Company's or Adviser's request. Subadviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records it maintains for the Company. In furnishing the services under this Agreement, the Sub-Adviser Subadviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA 1940 Act applicable to it, and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal Federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager Adviser provided to the Sub-Adviser Subadviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the FundFunds, as set out in the Registration Statement of the Company in effect, or as such investment policies ; and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (viivi) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from Statement of the Investment ManagerCompany. Notwithstanding the foregoing, the Sub-Adviser Subadviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager Adviser or its authorized agents is required to enable the Sub-Adviser Subadviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser agreed upon between Adviser and Subadviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager Adviser from engaging other sub-advisers subadvisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser Subadviser does not provide such services, or to prevent the Investment Manager Adviser from providing such services itself in relation to the Fund Funds or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of the Fund. The Sub-Adviser Subadviser shall not be responsible for the preparation or filing of or any other reports required of the Fund Funds by any governmental or regulatory agency, except as expressly agreed in writing.
Appears in 1 contract
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for -------------------- the Fund Portfolio conforming to the investment objective, investment policies and restrictions of the Fund Portfolio as set forth in the Prospectus and Statement of Additional Information of the Company Trust as in effect from time to time (together, the "Registration Statement"), the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company Trust and the Directors Trustees at reasonable times and upon reasonable notice concerning the business of the CompanyTrust, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the FundPortfolio's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the DirectorsTrustees, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund Portfolio or otherwise represented in the FundPortfolio's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund Portfolio will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the FundPortfolio. No assets may be withdrawn from the Fund Portfolio other than for settlement of transactions on behalf of the Fund Portfolio except upon the written authorization of appropriate officers of the Company Trust who shall have been certified as such by proper authorities of the Company Trust prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund Portfolio except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund Portfolio or the FundPortfolio's shareholders the information reasonably required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund Portfolio and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund Portfolio to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter Subchapters L and M (including, respectively, Section 817(h) and Sections 851(b)(1), (2) and (3)) of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust; (v) policies and determinations of the Company Trust and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the FundPortfolio, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the FundPortfolio's shareholders or the Directors Trustees and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the FundPortfolio. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund Portfolio or to series or portfolios of the Company Trust for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund Portfolio or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the FundPortfolio's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 1 contract
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund -------------------- Portfolio conforming to the investment objective, investment policies and restrictions of the Fund Portfolio as set forth in the Prospectus and Statement of Additional Information of the Company as Trust in effect from time to time (together, the "Registration Statement"), the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company Trust and the Directors Trustees at reasonable times and upon reasonable notice concerning the business of the CompanyTrust, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the FundPortfolio's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the DirectorsTrustees, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund Portfolio or otherwise represented in the FundPortfolio's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund Portfolio will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the FundPortfolio. No assets may be withdrawn from the Fund Portfolio other than for settlement of transactions on behalf of the Fund Portfolio except upon the written authorization of appropriate officers of the Company Trust who shall have been certified as such by proper authorities of the Company Trust prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund Portfolio except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund Portfolio or the FundPortfolio's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund Portfolio and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund Portfolio to conform to the requirements of: of (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter Subchapters L and M (including, respectively, Section 817(h) and Sections 851(b)(1), (2) and (3)) of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust; (v) policies and determinations of the Company Trust and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the FundPortfolio, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the FundPortfolio's shareholders or the Directors Trustees and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the FundPortfolio. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund Portfolio or to series or portfolios of the Company Trust for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund Portfolio or such other series or portfolios. The Sub-Adviser Advisor and the Investment Manager understand and agree that if the Investment Manager manages the Portfolio in a "manager-of-managers" style, the Investment Manager will, among other things, (i) continually evaluate the performance of the Sub-Advisor through quantitative and qualitative analysis and consultations with the Sub-Advisor, (ii) periodically make recommendations to the Trust's Board as to whether the contract with one or more sub-advisors should be renewed, modified or terminated, and (iii) periodically report to the Trust's Board regarding the results of its evaluation and monitoring functions. The Sub-Advisor recognizes that its services may be terminated or modified pursuant to this process. The Sub-Advisor acknowledges that the Investment Manager and the Trust intend to rely on Rules 17a-10 and 10f-3 under the ICA, to the extent applicable, and the Sub-Advisor hereby agrees that it shall be responsible not consult with any other Sub-Advisor to the Portfolio or the Trust with respect to transactions in securities for the preparation and filing Portfolio's portfolio or any other transactions of Schedule 13Portfolio assets. The Sub-G and Form 13Advisor further acknowledges that it shall not consult with any other sub-F on behalf advisor of the FundPortfolio that is a principal underwriter or an affiliated person of a principal underwriter with respect to transactions in securities for the Portfolio's portfolio or any other transactions of Portfolio assets, and that its investment advisory responsibilities as set forth in this Agreement are limited to such discrete portion of the Portfolio's portfolio as determined by the Investment Manager. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
Appears in 1 contract
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund conforming -------------------- to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. The Sub-Adviser may delegate its investment advisory and other responsibilities and duties hereunder to an affiliated person of the Sub-Adviser, subject to the Sub-Adviser retaining overall responsibility for such powers and functions and any and all obligations and liabilities in connection therewith. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. The Sub-Adviser shall be responsible for exercising any voting rights on any securities held by the Fund. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf reflecting the Fund's securities holdings as part of the FundSub-Adviser's overall holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed in writing.
Appears in 1 contract
Samples: Sub Advisory Agreement (American Skandia Advisor Funds Inc)
Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund -------------------- Portfolio conforming to the investment objective, investment policies and restrictions of the Fund Portfolio as set forth in the Prospectus and Statement of Additional Information of the Company Trust as in effect from time to time (together, the "Registration Statement"), the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company Trust and the Directors Trustees at reasonable times and upon reasonable notice concerning the business of the CompanyTrust, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the FundPortfolio's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the DirectorsTrustees, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund Portfolio or otherwise represented in the FundPortfolio's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. The Sub-Adviser may delegate certain of its investment advisory and other responsibilities and duties hereunder to one or more sub-sub-advisers. The Investment Manager hereby permits the Sub-Adviser to delegate to Federated Global Investment Management Corp. ("Federated Global") a portion of the day-to-day operations of the Portfolio subject to a written sub-sub-advisory agreement between the Sub-Adviser and Federated Global. Under the terms of the Sub-Sub-Advisory Agreement, the Sub-Advisor shall remain responsible for ensuring that the investment program of the Portfolio is maintained. Custody of the Fund Portfolio will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the FundPortfolio. No assets may be withdrawn from the Fund Portfolio other than for settlement of transactions on behalf of the Fund Portfolio except upon the written authorization of appropriate officers of the Company Trust who shall have been certified as such by proper authorities of the Company Trust prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund Portfolio except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund Portfolio or the FundPortfolio's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund Portfolio and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund Portfolio to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter Subchapters L and M (including, respectively, Section 817(h) and Sections 851(b)(1), (2) and (3)) of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles Agreement and Declaration of Incorporation Trust and By-laws of the CompanyTrust; (v) policies and determinations of the Company Trust and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the FundPortfolio, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the FundPortfolio's shareholders or the Directors Trustees and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment ManagerManager and previously agreed to by the Sub-Adviser. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the FundPortfolio. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund Portfolio or to series or portfolios of the Company Trust for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund Portfolio or such other series or portfolios. The Sub-Advisor and the Investment Manager understand and agree that if the Investment Manager manages the Portfolio in a "manager-of-managers" style, the Investment Manager will, among other things, (i) continually evaluate the performance of the Sub-Advisor through quantitative and qualitative analysis and consultations with the Sub-Advisor, (ii) periodically make recommendations to the Trust's Board as to whether the contract with one or more sub-advisors should be renewed, modified or terminated, and (iii) periodically report to the Trust's Board regarding the results of its evaluation and monitoring functions. The Sub-Advisor recognizes that its services may be terminated or modified pursuant to this process. The Sub-Advisor acknowledges that the Investment Manager and the Trust intend to rely on Rules 17a-10 and 10f-3 under the ICA, to the extent applicable, and the Sub-Advisor hereby agrees that it shall not consult with any other Sub-Advisor to the Portfolio or the Trust with respect to transactions in securities for the Portfolio's portfolio or any other transactions of Portfolio assets. The Sub-Advisor further acknowledges that it shall not consult with any other sub-advisor of the Portfolio that is a principal underwriter or an affiliated person of a principal underwriter with respect to transactions in securities for the Portfolio's portfolio or any other transactions of Portfolio assets, and that its investment advisory responsibilities as set forth in this Agreement are limited to such discrete portion of the Portfolio's portfolio as determined by the Investment Manager. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of reflecting the FundPortfolio's securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
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