Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing to the Subadviser. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) The Subadviser will monitor the security valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser will notify TAM promptly. In addition, the Subadviser will be available to consult with TAM in the event of a pricing problem and to participate in the Trust’s Valuation Committee meetings. For the avoidance of doubt, this paragraph shall not impose on the Subadviser any duty to monitor and evaluate the daily prices supplied by the Fund’s third party pricing service provider.

Appears in 2 contracts

Sources: Investment Subadvisory Agreement (Transamerica Funds), Investment Subadvisory Agreement (Transamerica Funds)

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing to the Subadviser. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other ~~subadviser~~ Subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. The Subadviser will not act on behalf of TAM or the Fund regarding any legal proceedings, including bankruptcies or class actions, involving the securities held by the Trust and the issuers of those securities. (e) The Subadviser will monitor the security valuations of the Allocated Assets. If the Subadviser believes that the Fund’s ~~carrying~~ value ~~for~~ of a security held by the Fund does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser will notify TAM promptly. In addition, the Subadviser will be available to consult with TAM in the event of a pricing problem and to participate in the Trust’s Valuation Committee meetings~~. For the avoidance of doubt, this paragraph shall not impose on the Subadviser any duty to monitor and evaluate the daily prices supplied by the Fund’s third party pricing service provider~~.

Appears in 2 contracts

Sources: Investment Subadvisory Agreement (Transamerica Funds), Investment Subadvisory Agreement (Transamerica Funds)

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision and oversight of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information~~, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing to the Subadviser~~. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), ) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above~~, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time~~, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other ~~subadviser~~ Subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or ~~the Trust~~ Transamerica Funds or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) The Subadviser will ~~monitor~~ review the security valuations of the Allocated ~~Assets~~Assets on a daily basis. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser will notify TAM promptly. In addition, the Subadviser will be available to consult with TAM in the event of a pricing problem and to participate in the Trust’s Valuation Committee meetings~~. For the avoidance of doubt, this paragraph shall not impose on the Subadviser any duty to monitor and evaluate the daily prices supplied by the Fund’s third party pricing service provider~~.

Appears in 2 contracts

Sources: Investment Subadvisory Agreement (Transamerica Series Trust), Investment Subadvisory Agreement (Transamerica Funds)

Subadvisory Services. ~~In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities:~~ (a) Subject to the ~~supervision~~ general oversight of the ~~Trust’s~~ Board and the general supervision, oversight and direction of ~~Trustees (the “Board”)~~ PWP and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing to the Subadviser. The Subadviser shallAdvisor, with respect to the ~~Allocated~~ Subadvisor Managed Assets, ~~determine~~ Subadvisor will (i) make investment decisions for the Funds in accordance with each Fund’s respective investment objective and policies as stated in such Fund’s Registration Statement, with the provisions of this Agreement and with such written guidelines as Advisor may from time to time ~~what securities~~ provide to Subadvisor; (ii) place purchase and sale orders on behalf of the Funds and enter such orders on behalf of the Funds under trading agreements the Advisor or Issuer has entered for use by the Funds (such as ISDAs, futures agreements, MSFTAs, and other ~~investments~~ agreements) as necessary to place such orders; and ~~instruments will be purchased, retained, sold or exchanged by the Fund~~ (iii) maintain such books and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions records with respect to the ~~Allocated Assets to the custodian~~ securities transactions of the ~~Fund~~ Funds as ~~to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to~~ are required by applicable ~~provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all~~ law or ~~substantially all of the assets of the Fund in one or more investment companies~~regulation. (b) ~~The Subadviser~~ In providing the Subadvisory Services, Subadvisor will ~~place orders pursuant~~ supervise the Subadvisor Managed Assets and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadvisor Managed Assets. In addition, Subadvisor will furnish PWP, Issuer or Advisor whatever information, including statistical data, PWP, Issuer or Advisor may reasonably request with respect to ~~its investment determinations for~~ the instruments that the Subadvisor may cause the Fund ~~either directly~~ to hold or contemplate purchasing. (c) Subadvisor will at all times comply with (i) the ~~issuer or with any broker or dealer~~policies and procedures of the Funds, ~~foreign currency dealer~~Issuer and Advisor of which it has received written notice, ~~futures commission merchant or others selected by it. In connection with~~ (ii) the ~~selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services~~ Rules (as ~~those terms are~~ defined in Section ~~28(e~~3 below) applicable to the Subadvisor Managed Assets, and (iii) the Funds’ Registration Statement, the IPS, the Investment Company Act, the Advisers Act, the Internal Revenue Code of ~~the Securities Exchange Act of 1934~~1986, as amended (the “~~Exchange Act~~Code”)~~) to the Fund and/or the~~ , and all other ~~accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage~~ applicable federal and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage state laws, rules and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. regulations (~~c) The Fund hereby authorizes any entity or person associated~~ collectively with the ~~Subadviser which is a member of a national securities exchange to effect any transaction on~~ Registration Statement, the ~~exchange for~~ IPS, the ~~account of~~ Investment Company Act, the ~~Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder~~Advisers Act, and the ~~Fund hereby consents to~~ Code, the ~~retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv~~“Relevant Laws”). ~~Notwithstanding~~ Subadvisor will be given prompt notice of any material change to any policy and/or procedures of the ~~foregoing, the Subadviser agrees that it~~ Funds. Subadvisor will not ~~deal~~ be responsible for complying with ~~itself, or with Trustees~~ any such material changes of ~~the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will~~ which it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officershas not received notice. (d) ~~Unless TAM advises~~ All cash, securities and other assets of the ~~Subadviser in writing that~~ Funds shall be held at all times by such entity or entities engaged by Issuer to be the ~~right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party~~custodian, including prime brokers and futures commission merchants (collectively, the ~~Subadviser~~ “Custodian”) in compliance with Section 17(f) of the Investment Company Act. Subadvisor shall ~~exercise voting rights incident~~ not be responsible for any custody arrangements involving any assets of the Funds or for the payment of any custodial charges or fees, nor shall Subadvisor have possession or custody of any such assets. All payments, distributions and other transactions in cash, securities or other assets in respect of the Funds shall be made directly to ~~any security purchased with~~or from the Custodian. Advisor shall provide, or ~~comprising a portion of~~shall direct the Custodian to provide, to Subadvisor from time to time such reports concerning assets, receipts and disbursements with respect to the ~~Allocated~~ Subadvisor Managed Assets as Subadvisor may request, including daily information on cash balances available for investment, Fund shareholder activity and market value of the securities held by the Funds. In providing the Subadvisory Services, Subadvisor also shall be responsible for trade confirmations, monitoring timely settlement of trades, and resolving custody overdrafts resulting from trading. In the event overdraft fees are incurred with respect to the Subadvisor Managed Assets due to circumstances deemed outside the normal course of business, Subadvisor shall be responsible for reimbursing the Funds. With respect to the Subadvisor Managed Assets, ~~in accordance with~~ Subadvisor shall (i) reconcile positions from Subadvisor’s internal records to the ~~Subadviser~~Custodian’s ~~proxy voting policies and procedures without consultation with TAM or~~ records on a daily basis, (ii) reconcile the ~~Fund. The Subadviser agrees~~ market value from its internal records to ~~furnish a copy of its proxy voting policies and procedures~~the Custodian’s records, and (iii) provide Advisor and PWP with a monthly reconciliation report listing any ~~amendments thereto, to TAM~~material discrepancies as defined by Advisor. (e) ~~The Subadviser will monitor~~ Advisor acknowledges and agrees that Subadvisor is not the ~~security valuations~~ Funds’ pricing agent, and is not responsible for pricing the securities held by the Funds. However, Subadvisor shall be responsible for reviewing the prices of the ~~Allocated Assets~~Subadvisor Managed Assets used to value the Funds for reasonableness and notifying Advisor of any need to challenge a price provided by a pricing vendor. If Upon request, Subadvisor will provide reasonable assistance to the ~~Subadviser believes~~ Advisor’s valuation committee or to the Funds’ pricing agents in valuing securities held by a Fund. (f) At the reasonable request of Advisor, Subadvisor will participate in educational meetings with intermediaries or others about portfolio management and investment-related matters regarding the Funds. (g) Subadvisor makes no representations or warranties, express or implied, that any level of performance or investment results will be achieved by the Funds or that the ~~Fund’s carrying value~~ Funds will perform comparably with any standard, including any other clients of Subadvisor or any index. (h) Subadvisor is responsible for ~~a security does not fairly represent the price~~ ensuring that ~~could be obtained~~ any transactions effected for the ~~security in a current market transaction,~~ Subadvisor Managed Assets between Subadvisor and PWP or any other subadvisor engaged to manage some of the ~~Subadviser will notify TAM promptly. In addition,~~ assets of the ~~Subadviser will be available to consult~~ Funds (“Other Subadvisors”) are consistent with ~~TAM in~~ the ~~event~~ requirements of ~~a pricing problem~~ the Investment Company Act and ~~to participate in~~ with the Trust’s Valuation Committee meetings. For the avoidance of doubt, this paragraph shall not impose on the Subadviser any duty to monitor and evaluate the daily prices supplied by the Fund’s third party pricing service provider.Funds’ policy regarding Section 17

Appears in 2 contracts

Sources: Investment Subadvisory Agreement (American Century Capital Portfolios Inc), Investment Subadvisory Agreement (American Century Capital Portfolios Inc)

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and ~~TAM~~TAM and subject to such other written restrictions and limitations provided by officers of TAM or the Trust to Subadviser in writing (such restrictions and limitations, the “Limitations”) and to the provisions of Section 2(h), the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional ~~Information~~Information (“Investment Guidelines”). Subject to any existing Limitations, ~~and subject to such other restrictions and limitations as directed by~~ the ~~officers of TAM or the Trust by notice in writing to the Subadviser. The~~ Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund ~~invests~~may invest, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-~~Laws~~ Laws, as may be amended from time to time (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the ~~Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the~~ SEC ~~staff~~ and any other applicable federal and state law, as well as the ~~investment objectives, policies and restrictions~~ Investment Guidelines of the Fund referred to above, any ~~written instructions and directions of the Board or TAM provided to the Subadviser from time to time~~Limitations, and any other specific policies adopted by the Board and disclosed to and acknowledged by the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Fund to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. Any Investment Guideline or Limitation will apply only at the time of an investment to which the Investment Guideline or Limitation is applicable and any such Investment Guideline or Limitation shall not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of such investment. Accordingly, any change in circumstance resulting from, for example, a change in value, net assets or other circumstance will not be considered in determining whether any investment or the Fund complies with an Investment Guideline or Limitation. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund and acknowledged by the Subadviser from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund, except that TAM shall have the duty to vote proxies relating to investments in any pooled investment vehicles sponsored or advised by TAM. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. For the avoidance of doubt, TAM is responsible for: (i) ensuring compliance with all applicable regulations relating to the reporting of proxy votes for the Fund, including all required reports on SEC Form N-PX; and (ii) making any and all filings in connection with any securities litigation, class action lawsuits and bankruptcy, insolvency or workout proceedings relating to securities held or that were held by the Fund, or related to reporting requirements under federal and state securities laws and/or any foreign laws (as applicable) that may arise in respect of securities held in the Fund, including without limitation, filings required by the SEC or any other applicable regulatory agency (including required reporting related to short positions held in the Fund). The Subadviser shall not incur any liability to TAM by reason of any exercise of, or failure to exercise, TAM’s discretion in respect of such filings. (e) The Subadviser ~~will monitor~~ agrees to provide, upon request, reasonable assistance to TAM, the ~~security valuations of the Allocated Assets. If the Subadviser believes that~~ Trust’s Valuation Committee and the Fund’s ~~carrying~~ pricing agent in making determinations of the fair value ~~for~~ of the Fund’s portfolio securities in accordance with the Trust’s valuation procedures. On a ~~security does not fairly represent the price that could be obtained for the security in~~ periodic basis (e.g., monthly, quarterly) and as a ~~current market transaction~~supplement to TAM’s valuation process, the Subadviser will review the security valuations in accordance with the Subadviser’s own pricing hierarchy and validation logic and will notify TAM ~~promptly~~on a reasonable basis if Subadviser becomes aware of any material differences (as defined by the Subadviser) between Subadviser’s internal valuations and TAM’s custodial valuations. The Subadviser will seek to notify TAM promptly if it believes, based on differences between the Fund’s valuation of a security that is a part of the Allocated Assets and the Subadviser’s valuation of the same security for another account under its management, the Fund has incorrectly valued the security to a material extent. In addition, the Subadviser will be available to consult with TAM in the event of a pricing problem and to participate in the Trust’s Valuation Committee meetings. ~~For~~ Notwithstanding the ~~avoidance of doubt~~foregoing, ~~this paragraph~~ the Subadviser shall not ~~impose~~ be responsible for any valuation determinations made with respect to the Fund. (f) TAM acknowledges and agrees that Subadviser, its personnel, and Subadviser’s affiliates may take actions (or refrain from taking action) or have investment views that differ from actions taken or views taken with respect to the Fund hereunder. In addition, TAM acknowledges and agrees Subadviser and/or its affiliates may possess information as part of operating its other businesses or otherwise, including information that may be relevant to Underlying Fund and Manager Selection (as defined below), and that Subadviser has no obligation to share that information with TAM or the Fund, and that Subadviser may be limited in its ability to use that information in providing services hereunder. (g) All directions, instructions or Limitations by or on behalf of the Fund or TAM to the Subadviser shall be in writing signed by an authorized agent of the Fund or TAM, confirmed in writing. For purposes of this Agreement, the term “in writing”, shall include directions given by facsimile or electronic mail. A list of persons authorized to give instructions to the Subadviser hereunder is set out in Schedule B to this Agreement. The Fund or TAM may revise the list of authorized persons from time to time by sending the Subadviser a revised list which has been certified by a duly authorized agent of the Fund or TAM. The Subadviser shall incur no liability whatsoever in relying upon any direction from, or document signed by, any person reasonably believed by Subadviser to be authorized to give or sign the same, whether or not the authority of such person is then effective. The Subadviser shall be under no duty to ~~monitor~~ make any investigation or inquiry as to any statement contained in any writing and ~~evaluate~~ may accept the ~~daily prices supplied~~ same as conclusive evidence of the truth and accuracy of the statements therein contained. Directions given by the ~~Fund~~Fund or TAM to the Subadviser hereunder shall be effective only upon actual receipt by the Subadviser and shall be acknowledged by the Subadviser through its actions hereunder only, unless the Fund or TAM is advised by the Subadviser otherwise. (h) TAM shall endeavor to provide Subadviser reasonable advance notice, to the extent practicable under the circumstances, of any instructions, directions or amendments to the Investment Guidelines, Limitations, Governing Documents or any other specific policies adopted by the Board and disclosed to and acknowledged by the Subadviser (“Amendments”). TAM and the Fund agree and acknowledge that the Subadviser may not be able to comply immediately with such instructions, directions or Amendments. The Subadviser agrees to implement any such instructions, directions or Amendments as soon as reasonably practicable after their receipt or notify TAM regarding the Subadviser’s ~~third party pricing service provider~~inability to comply with such instruction, directions or Amendments, and in the cases of such notice being provided, compliance by Subadviser with such instruction, directions or Amendments shall be excused and the parties agree to seek in good faith an appropriate resolution with respect to the proposed instruction, direction or Amendment.

Appears in 2 contracts

Sources: Investment Subadvisory Agreement (Transamerica Funds), Investment Subadvisory Agreement (Transamerica Series Trust)

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the ~~Subadviser~~Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheld. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM ~~prompt~~ notice of as soon as reasonably practicable prior to entering into any new investment agreements and any material amendments to existing investment agreements ~~and the opportunity for legal review~~), all subject to the provisions of the Trust’s Declaration of Trust and By-~~Laws~~ Laws, as may be amended from time to time (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to ~~time~~time in advance and agreed to by the Subadviser, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the ~~assets~~ Allocated Assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) ~~The Subadviser will monitor~~ As reasonably requested by the security valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transactionAdviser, the Subadviser ~~will notify TAM promptly. In addition~~shall provide the Fund with information regarding the Allocated Assets to reasonably assist the Fund in determining the appropriate valuation of such assets, provided that the Adviser acknowledges that the Subadviser ~~will be available to consult with TAM in the event of~~ is not a pricing problem and to participate in the Trust’s Valuation Committee meetings. For the avoidance of doubt, this paragraph shall not impose on the Subadviser any duty to monitor and evaluate the daily prices supplied by the Fund’s third party pricing service providervaluation agent.

Appears in 2 contracts

Sources: Investment Subadvisory Agreement (Transamerica Funds), Investment Subadvisory Agreement (Transamerica Series Trust)

Subadvisory Services. ~~In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a)~~ Subject to such reasonable written instructions and supervision as the ~~supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser~~ Adviser shall ~~regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM~~ from time to time ~~(the “Allocated Assets”) with investment research, advice, management~~ furnish and ~~supervision and shall furnish a continuous investment program for the Allocated Assets~~ consistent with the Fund’s investment ~~objectives~~objective, policies and ~~restrictions,~~ applicable restrictions as stated in the Fund’s ~~current~~ most recent Prospectus and Statement of Additional Information, the Sub-Adviser will provide an investment program for the Segment, including investment research and ~~subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing to the Subadviser. The Subadviser shall,~~ management with respect to securities and investments, including cash and cash equivalents in the ~~Allocated Assets~~Segment, with full discretion to determine from time to time what securities and other investments ~~and instruments~~ will be purchased, ~~retained~~retained or sold by and within the Segment. The Sub-Adviser will exercise full discretion to implement such determinations through the placement, ~~sold~~ on behalf of the Fund, of orders for the execution of portfolio transactions through such brokers or ~~exchanged~~ dealers as it may select for ensuring best execution with respect to such orders. The Sub-Adviser shall initially determine and make such modifications to the identity and amount of the securities to be accepted in exchange for creation units of each Fund and the securities that will be applicable that day to redemption requests received by such Fund as may be determined by the ~~Fund and what portion~~ Sub-Adviser in its management of the ~~Allocated Assets~~ Segment. The Sub-Adviser may utilize the personnel of its affiliates to assist it with providing its services under this Agreement, provided that Sub-Adviser: will ~~be held in~~ remain solely responsible for the ~~various securities~~ provision of services under this Agreement; will supervise the personnel of its affiliates and ~~other investments in which~~ subject them to its Code of Ethics; and represents that it will satisfy the ~~Fund invests, and shall implement those decisions (including~~ conditions adopted by the ~~negotiation and execution~~ SEC staff with respect to utilizing personnel of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out affiliates. In fulfilling its responsibilities hereunder, ~~provided~~ the ~~Subadviser provides TAM prompt notice of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review)~~Sub-Adviser agrees that it will, all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions with respect to the ~~Allocated Assets~~ Fund: a. act in a manner consistent with applicable national, federal and state laws and regulations in rendering the services it agrees to provide under this Agreement; b. comply with the ~~custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions~~ requirements of the 1940 Act, the ~~investment program~~ rules, regulations, exemptive orders and no-action positions thereunder, and all other applicable laws and regulations and, in addition, will conduct its activities under this Agreement in accordance with any applicable regulations of any government authority pertaining to ~~be provided hereunder may entail~~ the investment ~~of all or substantially all~~ advisory activities of the ~~assets~~ Sub-Adviser and shall furnish such written reports or other documents substantiating such compliance as the Adviser reasonably may request from time to time; c. not make loans to any person to purchase or carry shares of beneficial interest in the ~~Fund in one~~ Trust or ~~more investment companies.~~make loans to the Trust; ~~(b) The Subadviser will~~ d. place orders pursuant to ~~its~~ investment determinations for the Fund either directly with the issuer or with ~~any~~ an underwriter, market maker or broker or dealer~~, foreign currency dealer, futures commission merchant or others selected by it~~. In ~~connection with~~ placing orders, the ~~selection of such brokers or dealers and the placing~~ Sub-Adviser will use its commercially reasonable best efforts to seek best execution of such orders, ~~subject~~ having regard to ~~applicable~~ all factors it considers relevant. Consistent with this obligation, the Sub-Adviser may, to the extent permitted by law, effect portfolio securities transactions through brokers or and dealers ~~may be selected~~ who ~~also~~ provide brokerage and research services (~~as those terms are defined in~~ within the meaning of Section 28(e) of the Securities Exchange Act of 1934~~, as amended (the “Exchange Act”)~~) to or for the benefit of the Fund and/or ~~the~~ other accounts over which the ~~Subadviser or its affiliates exercise~~ Sub-Adviser exercises investment discretion. ~~The Subadviser~~ Subject to the review of the Trust’s Board of Trustees from time to time with respect to the extent and continuation of the policy, the Sub-Adviser is authorized to cause the Fund to pay a broker or dealer who provides such brokerage and research services a commission for ~~executing~~ effecting a ~~portfolio~~ securities transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the ~~Subadviser~~ Sub-Adviser determines in good faith that such ~~amount of~~ commission is was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer~~. This determination may be~~ , viewed in terms of either that particular transaction or the overall responsibilities ~~which~~ of the ~~Subadviser and its affiliates have~~ Sub-Adviser with respect to the accounts ~~over~~ as to which ~~they exercise~~ it exercises investment discretion. The ~~Board may adopt policies and procedures that modify and restrict~~ Trust or the ~~Subadviser’s authority regarding~~ Adviser may, from time to time in writing, direct the Sub-Adviser to place orders through one or more brokers or dealers and, thereafter, the Sub-Adviser will have no responsibility for ensuring best execution with respect to such orders. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser or any affiliated person of the Fund’s portfolio transactions provided herein. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2Sub-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any Adviser as principal ~~underwriter of the Fund,~~ except as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as may be permitted by the 1940 Act ~~and~~ or an exemption therefrom. If the Sub-Adviser determines in ~~accordance with such~~ good faith that the transaction is in the best interest of each client, securities may be purchased on behalf of the Fund from, or sold on behalf of the Fund to, another client of the Sub-Adviser, subject to the Trust’s policies and procedures (as ~~may be adopted by~~ provided to the ~~Fund~~ Sub-Adviser from time to time) and applicable laws and regulations; e. maintain all necessary or appropriate records with respect to the Fund’s securities transactions for the Segment in accordance with all applicable laws, rules and regulations, including but not limited to Section 31(a) of the 1940 Act, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) The Subadviser will monitor the security valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser will notify TAM promptly. In addition, the Subadviser will be available to consult with TAM in the event of a pricing problem and to participate in the Trust’s ~~Valuation Committee meetings. For~~ Board of Trustees and the ~~avoidance~~ Adviser such periodic and special reports as the Trust’s Board of ~~doubt, this paragraph shall not impose on the Subadviser any duty to monitor~~ Trustees and ~~evaluate the daily prices supplied by the Fund’s third party pricing service provider.~~Adviser reasonably may request;

Appears in 2 contracts

Sources: Investment Subadvisory Agreement (Angel Oak Funds Trust), Investment Subadvisory Agreement (Angel Oak Funds Trust)

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser, and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheld. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the opening of accounts, negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM ~~prompt~~ notice of as soon as reasonably practicable prior to entering into any new investment agreements and any material amendments to existing investment ~~agreements and the opportunity for legal review~~agreements), all subject to the provisions of the Trust’s Declaration of Trust and By-~~Laws~~ Laws, as may be amended from time to time (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to ~~time~~time in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets, except for the purposes of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act, and, to the extent that other subadvisers may be engaged to provide investment advisory services to the Fund, the Subadviser shall be responsible for providing investment advisory services only with respect to the Allocated Assets. The Subadviser is authorized to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the ~~assets~~ Allocated Assets of the Fund in one or more investment companies. The Subadviser shall have no responsibility for filing proofs of claim on behalf of the Trust related to class actions involving any of the Allocated Assets. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which such agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) The Subadviser will monitor the security valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser will notify TAM promptly. In addition, the Subadviser will be available to consult with TAM in the event of a pricing problem ~~and~~ upon receiving a reasonable advance written request from TAM. Upon receiving such a request, the Subadviser shall provide reasonable assistance to ~~participate~~ TAM to assist TAM in its determination of the ~~Trust’s Valuation Committee meetings. For~~ proper value of any Allocated Assets, provided, that TAM acknowledges that the ~~avoidance of doubt, this paragraph~~ Subadviser shall not ~~impose on~~ be responsible for valuing the ~~Subadviser any duty to monitor and evaluate the daily prices supplied by the Fund’s third party pricing service provider~~Allocated Assets.

Appears in 1 contract

Sources: Investment Subadvisory Agreement (Transamerica Series Trust)

Subadvisory Services. ~~In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities:~~ (a) Subject to the ~~supervision~~ general oversight of the ~~Trust’s~~ Board and the general supervision, oversight and direction of ~~Trustees (the “Board”)~~ PWP and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing to the Subadviser. The Subadviser shallAdvisor, with respect to the ~~Allocated~~ Subadvisor Managed Assets, ~~determine~~ Subadvisor will (i) make investment decisions for the Funds in accordance with each Fund’s respective investment objective and policies as stated in such Fund’s Registration Statement, with the provisions of this Agreement, with such written guidelines as Advisor may from time to time ~~what securities~~ provide to Subadvisor and with the IPS; (ii) place purchase and sale orders on behalf of the Funds and enter such orders on behalf of the Funds under trading agreements the Advisor or Issuer has entered for use by the Funds (such as ISDAs, futures agreements, MSFTAs, and other ~~investments~~ agreements) as necessary to place such orders; and ~~instruments will be purchased, retained, sold or exchanged by the Fund~~ (iii) maintain such books and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions records with respect to the ~~Allocated Assets to the custodian~~ securities transactions of the ~~Fund~~ Funds as ~~to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to~~ are required by applicable ~~provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all~~ law or ~~substantially all of the assets of the Fund in one or more investment companies~~regulation. (b) ~~The Subadviser~~ In providing the Subadvisory Services, Subadvisor will ~~place orders pursuant~~ supervise the Subadvisor Managed Assets and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadvisor Managed Assets. In addition, Subadvisor will furnish PWP, Issuer or Advisor whatever information, including statistical data, PWP, Issuer or Advisor may reasonably request with respect to ~~its investment determinations~~ the instruments that the Funds may hold or contemplate purchasing. Advisor and Subadvisor expressly agree that Subadvisor is not liable for how Advisor uses such information, but shall be liable to the extent provided in Section 20 hereof for the ~~Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection~~ validity of such ~~brokers or dealers~~ information. (c) Subadvisor will at all times comply, with respect to the Subadvisor Managed Assets, with (i) the policies and procedures of the ~~placing~~ Funds, Issuer and Advisor of ~~such orders~~which it has received written notice, ~~subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services~~ (ii) the Rules (as ~~those terms are~~ defined in Section ~~28(e~~3 below) applicable to the Subadvisor Managed Assets, and (iii) the Funds’ Registration Statement, the IPS, the Investment Company Act, the Advisers Act, the Internal Revenue Code of ~~the Securities Exchange Act of 1934~~1986, as amended (the “~~Exchange Act~~Code”)~~) to the Fund and/or the~~ , and all other ~~accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage~~ applicable federal and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage state laws, rules and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. regulations (~~c) The Fund hereby authorizes any entity or person associated~~ collectively with the ~~Subadviser which is a member of a national securities exchange to effect any transaction on~~ Registration Statement, the ~~exchange for~~ IPS, the ~~account of~~ Investment Company Act, the ~~Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder~~Advisers Act, and the ~~Fund hereby consents to~~ Code, the ~~retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv~~“Relevant Laws”). ~~Notwithstanding~~ Subadvisor will be given prompt notice of any material change to any policy and/or procedures of the ~~foregoing, the Subadviser agrees that it~~ Funds. Subadvisor will not ~~deal~~ be responsible for complying with ~~itself, or with Trustees~~ any such material changes of ~~the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will~~ which it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officershas not been provided written notice. (d) ~~Unless TAM advises~~ All cash, securities and other assets of the ~~Subadviser in writing that~~ Funds shall be held at all times by such entity or entities engaged by Issuer to be the ~~right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party~~custodian, including prime brokers and futures commission merchants (collectively, the ~~Subadviser~~ “Custodian”) in compliance with Section 17(f) of the Investment Company Act. Subadvisor shall ~~exercise voting rights incident~~ not be responsible for any custody arrangements involving any assets of the Funds or for the payment of any custodial charges or fees, nor shall Subadvisor have possession or custody of any such assets. All payments, distributions and other transactions in cash, securities or other assets in respect of the Funds shall be made directly to ~~any security purchased with~~or from the Custodian. Advisor shall provide, or ~~comprising a portion of~~shall direct the Custodian to provide, to Subadvisor from time to time such reports concerning assets, receipts and disbursements with respect to the ~~Allocated~~ Subadvisor Managed Assets as Subadvisor may request, including daily information on cash balances available for investment, Fund shareholder activity and market value of the securities held by the Funds. In providing the Subadvisory Services, Subadvisor also shall be responsible for trade confirmations, monitoring timely settlement of trades, and resolving custody overdrafts resulting from trading. In the event overdraft fees are incurred with respect to the Subadvisor Managed Assets due to circumstances reasonably deemed by Advisor to be outside the normal course of business, Subadvisor shall be responsible for reimbursing the Funds. With respect to the Subadvisor Managed Assets, ~~in accordance with~~ Subadvisor shall (i) reconcile positions from Subadvisor’s internal records to the ~~Subadviser~~Custodian’s ~~proxy voting policies and procedures without consultation with TAM or~~ records on a daily basis, (ii) reconcile the ~~Fund. The Subadviser agrees~~ market value from its internal records to ~~furnish~~ the Custodian’s records on a ~~copy of its proxy voting policies and procedures~~monthly basis, and (iii) provide Advisor and PWP with a monthly reconciliation report listing any ~~amendments thereto, to TAM~~material discrepancies as defined by Advisor. (e) ~~The Subadviser will monitor~~ Advisor acknowledges and agrees that Subadvisor is not the ~~security valuations~~ Funds’ pricing agent, and is not responsible for pricing the securities held by the Funds. However, Subadvisor shall be responsible for reviewing the prices of the ~~Allocated~~ Subadvisor Managed Assets used to value the Funds for reasonableness and notifying Advisor of any basis to challenge a price provided by a pricing vendor that is materially different than the price used by Subadvisor as soon as possible but no later than 10 am CST the following business day. Upon request, Subadvisor will provide reasonable assistance to the Advisor’s valuation committee or to the Funds’ pricing agents in valuing Subadvisor Managed Assets. If Subadvisor will bear no liability in connection with the ~~Subadviser believes~~ pricing of Subadvisor Managed Assets absent Subadvisor’s willful misconduct or fraud. (f) At the reasonable request of Advisor, Subadvisor will participate in educational meetings with intermediaries or others about portfolio management and investment-related matters regarding the Funds. (g) Subadvisor makes no representations or warranties, express or implied, that any level of performance or investment results will be achieved by the Funds or that the ~~Fund’s carrying value~~ Funds will perform comparably with any standard, including any other clients of Subadvisor or any index. (h) Subadvisor is responsible for ~~a security does not fairly represent the price~~ ensuring that ~~could be obtained~~ any transactions effected by Subadvisor for the ~~security~~ Subadvisor Managed Assets between Subadvisor and PWP or any other subadvisor engaged to manage some of the assets of the Funds (“Other Subadvisors”) are consistent with the requirements of the Investment Company Act and with the Funds’ policy regarding Section 17 transactions. Except with respect to PWP, Subadvisor will not consult with any Other Subadvisors of the Funds or other subadvisors to a series under common control with the Funds concerning transactions of the Funds in securities or other assets. (i) Subadvisor will not advise or act for the Funds in any legal proceedings, including bankruptcies or class actions, involving securities held in the Funds or issues of those securities, unless otherwise agreed. (j) The Funds have claimed an exclusion from the definition of a Commodity Pool Operator pursuant to CFTC Rule 4.5 (the “CPO Exclusion”) and Subadvisor shall not manage the Subadvisor Managed Assets in a ~~current market transaction~~manner that would cause any Fund to not qualify for the CPO Exclusion unless otherwise approved by the Advisor in writing. (k) In connection with collateral requirements associated with transactions effected with respect to the Subadvisor Managed Assets, Advisor’s administrative agent shall be responsible for moving subadvised assets into and out of any tri-party special custody accounts established by the Funds for bilateral trading agreements and to meet prime brokerage requirements, and for providing notice of such movement to Subadvisor as soon as reasonably practicable. Advisor is responsible for establishing such tri-party special custody accounts. Subadvisor shall be responsible for ensuring, based on the notice from the Advisor’s administrative agent, the ~~Subadviser will notify TAM promptly~~accuracy of such collateral movement and for ensuring that adequate collateral is available for this purpose. In addition, ~~the Subadviser~~ Subadvisor will be ~~available to consult~~ responsible for providing instructions for posting cash as initial margin and daily variation margin for the Fund out of the Subadvisor Managed Assets in compliance with ~~TAM~~ Rule 17f-6 under the Investment Company Act for futures transactions in the ~~event~~ Subadvisor Managed Assets. Advisor’s administrative agent and not Subadvisor is responsible for the calculation of ~~a pricing problem~~ asset coverage and ~~to participate in the Trust’s Valuation Committee meetings. For the avoidance of doubt, this paragraph shall not impose~~ segregating liquid assets on the ~~Subadviser any duty~~ Funds’ books for purposes of compliance with Section 18 of the Investment Company Act and the guidance and interpretation of the staff of the SEC. Subadvisor is responsible for monitoring the Subadvisor Managed Assets to ~~monitor~~ ensure the adequacy of eligible collateral based on collateral and ~~evaluate the daily prices supplied~~ eligibility requirements provided to Subadvisor by the ~~Fund’s third party pricing service provider~~administrative agent and will take any necessary action to resolve any deficiencies as promptly as practicable under the circumstances.

Appears in 1 contract

Sources: Investment Subadvisory Agreement (American Century Capital Portfolios Inc)

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing to the Subadviser. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment ~~documentation and agreements~~documentation, including, without limitation, ~~swap~~agreements relating to swaps, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, ~~provided~~ provided, that, upon the prior written request of TAM and so long as the Subadviser ~~provides~~ and TAM ~~prompt notice~~ have entered into a confidentiality and non-disclosure agreement effective as of ~~any new investment agreements and any material amendments to existing investment agreements and~~ the ~~opportunity for legal review~~date of such request, the Subadviser shall provide TAM with template forms of such documentation entered into by the Subadviser on behalf of the Fund), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser is authorized on behalf of the Fund, and consistent with the investment discretion delegated to the Subadviser herein, to: (i) enter into agreements and execute any documents (e.g. any derivatives documentation such as exchange traded and over-the-counter, as applicable) required to meet the obligations of the Fund with respect to any investments made for the Funds’ Allocated Assets. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other ~~subadviser~~ Subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund, specifically, the Subadviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Fund, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Fund; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Fund with respect to any investments made pursuant to the Fund’s Prospectus and Statement of Additional Information. The Subadviser shall not have the authority to cause TAM to deliver securities or other property, or pay cash to Subadviser other than payment of the management fee provided for in this Agreement. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Subadviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by TAM or chosen by the Subadviser with reasonable care. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. Further, the Subadviser shall have the power to exercise rights, options, warrants, conversion privileges, and redemption privileges, and to tender securities pursuant to a tender offer. (e) The Subadviser will ~~monitor~~ notify TAM as soon as reasonably possible of any fair valuation recommendation that is applicable to the ~~security valuations of~~ positions in TAM’s portfolio(s) based on the ~~Allocated Assets~~Subadviser’s internal pricing policy. ~~If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the~~ The Subadviser will ~~notify TAM promptly~~follow its internal pricing policy when valuing securities, which may utilize different sources than those used by TAM’s custodians. In addition, the Subadviser will be available to consult with TAM in the event of a pricing problem and to participate in the Trust’s Valuation Committee meetings~~. For the avoidance of doubt, this paragraph shall not impose on the Subadviser any duty to monitor and evaluate the daily prices supplied by the Fund’s third party pricing service provider~~.

Appears in 1 contract

Sources: Investment Subadvisory Agreement (Transamerica Series Trust)

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with ~~investment research, advice, management and supervision and shall furnish~~ a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional ~~Information~~Information in the form provided to the Subadviser by TAM from time to time, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing to the Subadviser, all of which shall be communicated to Subadvisor reasonably in advance of being effective. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-~~Laws~~ Laws, as may be amended from time to time and provided to the Subadvisor by TAM (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), applicable interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time, and any other specific policies adopted by the Board and disclosed to the ~~Subadviser~~Subadviser in writing, which shall be provided to Subadviser reasonably in advance of effectiveness. The Subadviser’s responsibility for providing ~~investment research, advice, management and supervision~~ the services described herein to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) The Subadviser will monitor the security valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser will notify TAM promptly. In addition, the Subadviser will be available to consult with TAM in the event of a pricing problem and to participate in the Trust’s Valuation Committee meetings~~. For the avoidance of doubt, this paragraph shall not impose on the Subadviser any duty to monitor and evaluate the daily prices supplied by the Fund’s third party pricing service provider~~.

Appears in 1 contract

Sources: Investment Subadvisory Agreement (Transamerica Funds)

Subadvisory Services. ~~In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities:~~ (a) Subject to the ~~supervision~~ general oversight of the ~~Trust’s~~ Board and the general supervision, oversight and direction of ~~Trustees (the “Board”)~~ PWP and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing to the Subadviser. The Subadviser shallAdvisor, with respect to the ~~Allocated~~ Subadvisor Managed Assets, ~~determine~~ Subadvisor will (i) make investment decisions for the Funds in accordance with each Fund’s respective investment objective and policies as stated in such Fund’s Registration Statement, with the provisions of this Agreement and with such written guidelines as Advisor may from time to time ~~what securities~~ provide to Subadvisor; (ii) place purchase and sale orders on behalf of the Funds and enter such orders on behalf of the Funds under trading agreements the Advisor or Issuer has entered for use by the Funds (such as ISDAs, futures agreements, MSFTAs, and other ~~investments~~ agreements) as necessary to place such orders; and ~~instruments will be purchased, retained, sold or exchanged by the Fund~~ (iii) maintain such books and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions records with respect to the ~~Allocated Assets to the custodian~~ securities transactions of the ~~Fund~~ Funds as ~~to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to~~ are required by applicable ~~provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all~~ law or ~~substantially all of the assets of the Fund in one or more investment companies~~regulation. (b) ~~The Subadviser~~ In providing the Subadvisory Services, Subadvisor will ~~place orders pursuant to its investment determinations for~~ supervise the ~~Fund either directly with~~ Subadvisor Managed Assets and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the ~~issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it~~Subadvisor Managed Assets. In ~~connection~~ addition, Subadvisor will furnish PWP, Issuer or Advisor whatever information, including statistical data, PWP, Issuer or Advisor may reasonably request with respect to the ~~selection~~ instruments that the Funds may hold or contemplate purchasing. (c) Subadvisor will at all times comply with (i) the policies and procedures of ~~such brokers or dealers~~ the Funds, Issuer and Advisor of which it has received written notice, (ii) the ~~placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services~~ Rules (as ~~those terms are~~ defined in Section ~~28(e~~3 below) applicable to the Subadvisor Managed Assets, and (iii) the Funds’ Registration Statement, the IPS, the Investment Company Act, the Advisers Act, the Internal Revenue Code of ~~the Securities Exchange Act of 1934~~1986, as amended (the “~~Exchange Act~~Code”)~~) to the Fund and/or the~~ , and all other ~~accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage~~ applicable federal and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage state laws, rules and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. regulations (~~c) The Fund hereby authorizes any entity or person associated~~ collectively with the ~~Subadviser which is a member of a national securities exchange to effect any transaction on~~ Registration Statement, the ~~exchange for~~ IPS, the ~~account of~~ Investment Company Act, the ~~Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder~~Advisers Act, and the ~~Fund hereby consents to~~ Code, the ~~retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv~~“Relevant Laws”). ~~Notwithstanding~~ Subadvisor will be given prompt notice of any material change to any policy and/or procedures of the ~~foregoing, the Subadviser agrees that it~~ Funds. Subadvisor will not ~~deal~~ be responsible for complying with ~~itself, or with Trustees~~ any such material changes of ~~the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will~~ which it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officershas not received notice. (d) ~~Unless TAM advises~~ All cash, securities and other assets of the ~~Subadviser in writing that~~ Funds shall be held at all times by such entity or entities engaged by Issuer to be the ~~right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party~~custodian, including prime brokers and futures commission merchants (collectively, the ~~Subadviser~~ “Custodian”) in compliance with Section 17(f) of the Investment Company Act. Subadvisor shall ~~exercise voting rights incident~~ not be responsible for any custody arrangements involving any assets of the Funds or for the payment of any custodial charges or fees, nor shall Subadvisor have possession or custody of any such assets. All payments, distributions and other transactions in cash, securities or other assets in respect of the Funds shall be made directly to ~~any security purchased with~~or from the Custodian. Advisor shall provide, or ~~comprising a portion of~~shall direct the Custodian to provide, to Subadvisor from time to time such reports concerning assets, receipts and disbursements with respect to the ~~Allocated~~ Subadvisor Managed Assets as Subadvisor may request, including daily information on cash balances available for investment, Fund shareholder activity and market value of the securities held by the Funds. In providing the Subadvisory Services, Subadvisor also shall be responsible for trade confirmations, monitoring timely settlement of trades, and resolving custody overdrafts resulting from trading. With respect to the Subadvisor Managed Assets, ~~in accordance with~~ Subadvisor shall (i) reconcile positions from Subadvisor’s internal records to the ~~Subadviser~~Custodian’s ~~proxy voting policies and procedures without consultation with TAM or~~ records on a daily basis, (ii) reconcile the ~~Fund. The Subadviser agrees~~ market value from its internal records to ~~furnish a copy of its proxy voting policies and procedures~~the Custodian’s records, and (iii) provide Advisor and PWP with a monthly reconciliation report listing any ~~amendments thereto, to TAM~~material discrepancies as defined by Advisor. (e) ~~The Subadviser will monitor~~ Advisor acknowledges and agrees that Subadvisor is not the ~~security valuations~~ Funds’ pricing agent, and is not responsible for pricing the securities held by the Funds. However, Subadvisor shall be responsible for reviewing the prices of the ~~Allocated Assets~~Subadvisor Managed Assets used to value the Funds for reasonableness and notifying Advisor of any need to challenge a price provided by a pricing vendor. If Upon request, Subadvisor will provide reasonable assistance to the ~~Subadviser believes~~ Advisor’s valuation committee or to the Funds’ pricing agents in valuing securities held by a Fund. (f) At the reasonable request of Advisor, Subadvisor will participate in educational meetings with intermediaries or others about portfolio management and investment-related matters regarding the Funds. (g) Subadvisor makes no representations or warranties, express or implied, that any level of performance or investment results will be achieved by the Funds or that the ~~Fund’s carrying value~~ Funds will perform comparably with any standard, including any other clients of Subadvisor or any index. (h) Subadvisor is responsible for ~~a security does not fairly represent the price~~ ensuring that ~~could be obtained~~ any transactions effected for the ~~security in a current market transaction,~~ Subadvisor Managed Assets between Subadvisor and PWP or any other subadvisor engaged to manage some of the ~~Subadviser will notify TAM promptly. In addition,~~ assets of the ~~Subadviser will be available to consult~~ Funds (“Other Subadvisors”) are consistent with ~~TAM in~~ the ~~event~~ requirements of ~~a pricing problem~~ the Investment Company Act and ~~to participate in~~ with the Trust’s Valuation Committee meetings. For the avoidance of doubt, this paragraph shall not impose on the Subadviser any duty to monitor and evaluate the daily prices supplied by the Fund’s third party pricing service provider.Funds’ policy regarding Section 17

Appears in 1 contract

Sources: Investment Subadvisory Agreement (American Century Capital Portfolios Inc)

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information~~, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing to the Subadviser~~. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the ~~negotiation and~~ execution of investment documentation and ~~agreements, including,~~ agreements including without limitation, the power to execute swap, futures, options and other ~~agreements~~ agreements, including collateral agreements, with counterparties, and to open and close accounts in connection therewith, on the ~~Fund~~Trust’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities ~~hereunder,~~ hereunder provided that TAM shall have the ~~Subadviser provides TAM prompt notice of any new investment~~ right to review and approve such documentation and agreements ~~and any material amendments~~ prior to ~~existing investment agreements and~~ their execution or amendment as may be agreed to by the ~~opportunity for legal review~~parties from time to time), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws as disclosed to the Subadviser (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), ) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above~~, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time~~, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other ~~subadviser~~ Subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other ~~assets~~assets except as permitted by applicable law. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to ~~time~~time and provided to the Subadviser, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or ~~the Trust~~ Transamerica Funds or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) The Subadviser will ~~monitor~~ provide the ~~security valuations of~~ Adviser with reasonable assistance in connection with the ~~Allocated Assets. If the Subadviser believes that~~ Adviser’s obligation to fair value certain securities in the Fund~~’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser will notify TAM promptly~~. In addition, the Subadviser ~~will be available~~ agrees to consult with TAM in the event of a pricing problem and to participate in the Trust’s Valuation Committee meetings~~. For the avoidance of doubt, this paragraph shall not impose on~~ . (f) The Adviser acknowledges and agrees that the Subadviser shall have no power, authority, obligation or responsibility for filing claims on behalf of the Adviser, the Trust or the Fund or for providing advice with respect to any ~~duty~~ class action, bankruptcy proceeding or any other action or proceeding (the “Litigation”) in which the Fund or the Trust may be entitled to ~~monitor~~ participate as a result of its securities holdings. The Subadviser’s responsibility with respect thereto shall be limited to providing any and ~~evaluate~~ all documentation or information relating to the ~~daily prices supplied~~ Litigation as may reasonably be requested by the ~~Fund’s third party pricing service provider~~Adviser. The Adviser acknowledges that the Subadviser is not the official record keeper with respect to the managed assets.

Appears in 1 contract

Sources: Investment Subadvisory Agreement (Transamerica Partners Portfolios)

Subadvisory Services. ~~In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities:~~ (a) Subject to the ~~supervision~~ general oversight of the ~~Trust’s~~ Board and the general supervision, oversight and direction of ~~Trustees~~ Advisor, Subadvisor will (i) make investment decisions for the Segment in accordance with the Fund's respective investment objective and policies as stated in the Registration Statement, the provisions of this Agreement, and with such other written guidelines as the Advisor, chief compliance officer (“~~Board~~CCO”) ~~and TAM, the Subadviser shall regularly provide the Fund with respect to such portion~~ of the Fund~~’s assets as shall be allocated to the Subadviser by TAM~~ , or Board may from time to time provide to Subadvisor; (ii) place purchase and sale orders on behalf of the ~~“Allocated Assets”) with investment research~~Segment and if applicable, ~~advice~~enter such orders on behalf of the Segment under trading agreements the Advisor or Fund has entered into (such as ISDAs, ~~management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives~~futures agreements, ~~policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information~~MSFTAs, and ~~subject~~ other agreements) as necessary to place such ~~other restrictions~~ orders; and ~~limitations as directed by the officers of TAM or the Trust by notice in writing to the Subadviser. The Subadviser shall,~~ (iii) maintain such books and records with respect to the ~~Allocated Assets~~securities transactions of the Segment as are required by applicable law or regulation. (b) In providing the Subadvisory Services, ~~determine from time~~ Subadvisor will supervise the Segment and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the Segment's assets. In addition, Subadvisor will furnish the Fund and/or Advisor whatever information, including statistical data, the Fund and/or Advisor may reasonably request with respect to ~~time what securities~~ the instruments that the Subadvisor may cause the Segment to hold or contemplate purchasing. (c) Subadvisor will at all times comply with (i) the relevant policies and ~~other investments and instruments will be purchased, retained, sold or exchanged by~~ procedures of the Fund and ~~what portion~~ Advisor of which it has received written notice, (ii) Investment Guidelines (as defined in Section 3 below) applicable to the ~~Allocated Assets will be held in the various securities and other investments in which the Fund invests~~Fund, and ~~shall implement those decisions~~ (~~including~~ iii) the ~~negotiation and execution~~ Registration Statement, the Investment Company Act, the Advisers Act, the Internal Revenue Code of ~~investment documentation and agreements~~1986, ~~including, without limitation, swap, futures, options and other agreements with counterparties, on~~ as amended (the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review"Code"), and all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state ~~law~~laws, ~~as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time~~rules, and ~~any other specific policies adopted by~~ regulations (collectively with the ~~Board and disclosed to~~ Registration Statement, the ~~Subadviser. The Subadviser’s responsibility for providing investment research~~Investment Company Act, ~~advice~~the Advisers Act, ~~management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets~~ and the ~~Subadviser is prohibited from directly or indirectly consulting with~~ Code, the "Relevant Laws"). Advisor will give Subadvisor prompt notice of any ~~other subadviser for a portion~~ material change to any policy and/or procedures of the Fund’s . Subadvisor will not be responsible for complying with any such material changes of which it has not received notice. (d) All cash, securities and other assets ~~concerning~~ of the Segment shall be held at all times by such entity or entities engaged by the Fund to be the custodian, including prime brokers and futures commission merchants (collectively, the "Custodian") in compliance with Section 17(f) of the Investment Company Act. Subadvisor shall not be responsible for any custody arrangements involving any assets of the Segment or for the payment of any custodial charges or fees, nor shall Subadvisor have possession or custody of any such assets. All payments, distributions and other transactions in cash, securities or other ~~assets. The Subadviser is authorized to give instructions~~ assets with respect to the ~~Allocated Assets~~ Segment shall be made directly to or from the Custodian. Advisor shall provide, or shall direct the Custodian to provide, to Subadvisor from time to time such reports concerning assets, receipts and disbursements with respect to the ~~custodian~~ Segment as Subadvisor may request, including daily information on cash balances available for investment, Fund shareholder activity and market value of the ~~Fund as~~ securities held by the Segment. In providing the Subadvisory Services, Subadvisor also shall be responsible for trade confirmations, monitoring timely settlement of trades, and resolving custody overdrafts resulting from trading. In the event overdraft fees are incurred with respect to ~~deliveries~~ the Segment due to circumstances deemed outside the normal course of business, Subadvisor shall be responsible for reimbursing the Segment. Subadvisor shall (i) reconcile positions from Subadvisor’s internal records to the Custodian's records on a daily basis, and (ii) reconcile the market value from its internal records to the Custodian's records. (e) Advisor acknowledges and agrees that Subadvisor is not the Segment's pricing agent, and is not responsible for pricing the securities held by the Segment. However, Subadvisor shall be responsible for reviewing the prices used to value the Segment's holdings for reasonableness and notifying Advisor of any need to challenge a price provided by a pricing vendor. Upon request, Subadvisor will provide reasonable assistance to the Advisor's valuation committee or to the Segment's pricing agents in valuing securities held by the Fund. (f) At the reasonable request of Advisor, Subadvisor will participate in educational meetings with intermediaries or others about portfolio management and investment-related matters regarding the Segment. (g) Subadvisor makes no representations or warranties, express or implied, that any level of performance or investment results will be achieved by the Segment or that the Segment will perform comparably with any standard, including any other ~~investments and payments~~ clients of ~~cash~~ Subadvisor or any index. (h) Subadvisor is responsible for ensuring that any transactions effected for the ~~account of the Fund. Subject~~ Segment between Subadvisor and any other subadvisor engaged to ~~applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all~~ manage some of the assets of the Fund ~~in one or more investment companies~~("Other Subadvisors"), if any, are consistent with the requirements of the Investment Company Act and with the Fund’s policy regarding Section 17 transactions. (bi) ~~The Subadviser~~ Subadvisor will ~~place orders pursuant to its investment determinations~~ not advise or act for the ~~Fund either directly with~~ Segment in any legal proceedings, including bankruptcies or class actions, involving securities held in the ~~issuer~~ Segment or ~~with any broker or dealer~~issues of those securities, ~~foreign currency dealer, futures commission merchant or others selected by it. In connection with~~ without the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided hereinAdvisor's prior written consent. (cj) The Fund ~~hereby authorizes any entity or person associated with~~ has claimed an exclusion from the ~~Subadviser which is a member~~ definition of a ~~national securities exchange~~ Commodity Pool Operator pursuant to ~~effect any transaction on~~ CFTC Rule 4.5 (the ~~exchange~~ "CPO Exclusion") and Subadvisor shall not manage the Segment in a manner that would cause the Fund to not qualify for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised CPO Exclusion unless otherwise approved by the ~~Subadviser or its affiliates, except~~ Advisor in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) The Subadviser will monitor the security valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser will notify TAM promptly. In addition, the Subadviser will be available to consult with TAM in the event of a pricing problem and to participate in the Trust’s Valuation Committee meetings. For the avoidance of doubt, this paragraph shall not impose on the Subadviser any duty to monitor and evaluate the daily prices supplied by the Fund’s third party pricing service provider.writing

Appears in 1 contract

Sources: Investment Subadvisory Agreement (Nomura Alternative Income Fund)

Subadvisory Services. ~~In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a)~~ Subject to such written instructions and supervision as the ~~supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser~~ Adviser shall ~~regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM~~ from time to time ~~(the “Allocated Assets”) with investment research, advice, management~~ furnish and ~~supervision and shall furnish a continuous investment program for the Allocated Assets~~ consistent with ~~the~~ a Fund’s investment ~~objectives~~objective, policies and ~~restrictions,~~ applicable restrictions as stated in ~~the~~ such Fund’s ~~current~~ most recent Prospectus and Statement of Additional Information, the Subadviser will provide an investment program for the Segment, including investment research and ~~subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing to the Subadviser. The Subadviser shall,~~ management with respect to securities and investments, including cash and cash equivalents in the ~~Allocated Assets~~Segment, with full discretion to determine from time to time what securities and other investments ~~and instruments~~ will be purchased, ~~retained~~retained or sold by and within the Segment. The Subadviser will exercise full discretion to implement such determinations through the placement, ~~sold~~ on behalf of each Fund, of orders for the execution of portfolio transactions through such brokers or ~~exchanged~~ dealers as it may select. The Subadviser may utilize the personnel of its affiliates to assist it with providing its services under this Agreement, provided that Subadviser: will remain solely responsible for the provision of services under this Agreement; will supervise the personnel of its affiliates and subject them to its Code of Ethics; and represents that it will satisfy the conditions adopted by the ~~Fund and what portion~~ SEC staff with respect to utilizing personnel of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out affiliates. ln fulfilling its responsibilities hereunder, ~~provided~~ the Subadviser ~~provides TAM prompt notice of any new investment agreements~~ agrees that it will, with respect to each Fund: a. use reasonable care and ~~any material amendments~~ act in a manner consistent with applicable national, federal and state laws and regulations in rendering the services it agrees to ~~existing investment agreements and the opportunity for legal review),~~ provide under this Agreement; b. conform with all ~~subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the~~ applicable rules and regulations ~~promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by~~ of the SEC ~~staff~~ and, in addition, will conduct its activities under this Agreement in accordance with any applicable regulations of any government authority pertaining to the investment advisory activities of the Subadviser and ~~any~~ shall furnish such written reports or other ~~applicable federal and state law, as well~~ documents substantiating such compliance as the ~~investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser~~ Adviser reasonably may request from time to time~~, and~~ ; c. not make loans to any ~~other specific policies adopted by~~ person to purchase or carry shares of beneficial interest in the ~~Board and disclosed~~ Trust or make loans to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. (b) The Subadviser will Trust; d. place orders pursuant to ~~its~~ investment determinations for the Fund either directly with the issuer or with ~~any~~ an underwriter, market maker or broker or dealer~~, foreign currency dealer, futures commission merchant or others selected by it~~. In ~~connection with~~ placing orders, the ~~selection of such brokers or dealers and the placing~~ Subadviser will use its commercially reasonable best efforts to seek best execution of such orders, ~~subject~~ having regard to ~~applicable~~ all factors it considers relevant. Consistent with this obligation, the Subadviser may, to the extent permitted by law, effect portfolio securities transactions through brokers or and dealers ~~may be selected~~ who ~~also~~ provide brokerage and research services (~~as those terms are defined in~~ within the meaning of Section 28(e) of the Securities Exchange Act of 1934~~, as amended (the “Exchange Act”)~~) to or for the benefit of the Fund and/or ~~the~~ other accounts over which the Subadviser ~~or its affiliates exercise~~ exercises investment discretion. ~~The~~ Subject to the review of the Trust’s Board of Trustees from time to time with respect to the extent and continuation of the policy, the Subadviser is authorized to cause the Fund to pay a broker or dealer who provides such brokerage and research services a commission for ~~executing~~ effecting a ~~portfolio~~ securities transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such ~~amount of~~ commission is was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer~~. This determination may be~~ , viewed in terms of either that particular transaction or the overall responsibilities ~~which~~ of the Subadviser ~~and its affiliates have~~ with respect to the accounts ~~over~~ as to which ~~they exercise~~ it exercises investment discretion. The ~~Board may adopt policies and procedures that modify and restrict~~ Trust or the ~~Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. (c) The Fund hereby authorizes any entity or person associated with~~ Adviser may, from time to time in writing, direct the Subadviser ~~which is a member of a national securities exchange~~ to ~~effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder~~place orders through one or more brokers or dealers and, ~~and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing~~thereafter, the Subadviser ~~agrees that it~~ will ~~not deal~~ have no responsibility for ensuring best execution with ~~itself,~~ respect to such orders. In no instance will portfolio securities be purchased from or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which sold to the Subadviser or ~~its affiliates is participating, or arrange for purchases and sales~~ any affiliated person of ~~securities between the Fund and another account advised by~~ the Subadviser ~~or its affiliates,~~ as principal except ~~in each case~~ as may be permitted by the 1940 Act ~~and~~ or an exemption therefrom. If the Subadviser determines in ~~accordance with such~~ good faith that the transaction is in the best interest of each client, securities may be purchased on behalf of the Fund from, or sold on behalf of the Fund to, another client of the Subadviser, subject to the Trust’s policies and procedures (as ~~may be adopted by~~ provided to the ~~Fund~~ Subadviser from time to time, ) and ~~will comply with all other provisions of the Governing Documents~~ applicable laws and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) The Subadviser will monitor the security valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser will notify TAM promptly. In addition, the Subadviser will be available to consult with TAM in the event of a pricing problem and to participate in the Trust’s Valuation Committee meetings. For the avoidance of doubt, this paragraph shall not impose on the Subadviser any duty to monitor and evaluate the daily prices supplied by the Fund’s third party pricing service provider.regulations;

Appears in 1 contract

Sources: Investment Subadvisory Agreement (Angel Oak Funds Trust)

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with ~~investment research, advice, management and supervision and shall furnish~~ a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional ~~Information~~Information in the form provided to the Subadviser by TAM from time to time, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing to the Subadviser, all of which shall be communicated to Subadvisor reasonably in advance of being effective. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-~~Laws~~ Laws, as may be amended from time to time and provided to the Subadvisor by ▇▇▇ (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), applicable interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time, and any other specific policies adopted by the Board and disclosed to the ~~Subadviser~~Subadviser in writing, which shall be provided to Subadviser reasonably in advance of effectiveness. The Subadviser’s responsibility for providing ~~investment research, advice, management and supervision~~ the services described herein to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule ~~11a2-~~11a2- 2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) The Subadviser will monitor the security valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser will notify TAM promptly. In addition, the Subadviser will be available to consult with TAM in the event of a pricing problem and to participate in the Trust’s Valuation Committee meetings~~. For the avoidance of doubt, this paragraph shall not impose on the Subadviser any duty to monitor and evaluate the daily prices supplied by the Fund’s third party pricing service provider~~.

Appears in 1 contract

Sources: Investment Subadvisory Agreement (Transamerica Funds)

Subadvisory Services. ~~In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities:~~ (a) Subject to the ~~supervision~~ general oversight of the ~~Trust’s~~ Board and the general supervision, oversight and direction of ~~Trustees (the “Board”)~~ PWP and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing to the Subadviser. The Subadviser shallAdvisor, with respect to the ~~Allocated~~ Subadvisor Managed Assets, ~~determine~~ Subadvisor will (i) make investment decisions for the Funds in accordance with each Fund’s respective investment objective and policies as stated in such Fund’s Registration Statement, with the provisions of this Agreement and with such written guidelines as Advisor may from time to time ~~what securities~~ provide to Subadvisor; (ii) place purchase and sale orders on behalf of the Funds and enter such orders on behalf of the Funds under trading agreements the Advisor or Issuer has entered for use by the Funds (such as ISDAs, futures agreements, MSFTAs, and other ~~investments~~ agreements) as necessary to place such orders; and ~~instruments will be purchased, retained, sold or exchanged by the Fund~~ (iii) maintain such books and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions records with respect to the ~~Allocated Assets to the custodian~~ securities transactions of the ~~Fund~~ Funds as ~~to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to~~ are required by applicable ~~provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all~~ law or ~~substantially all of the assets of the Fund in one or more investment companies~~regulation. (b) ~~The Subadviser~~ In providing the Subadvisory Services, Subadvisor will ~~place orders pursuant~~ supervise the Subadvisor Managed Assets and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadvisor Managed Assets. In addition, Subadvisor will furnish PWP, Issuer or Advisor whatever information, including statistical data, PWP, Issuer or Advisor may reasonably request with respect to ~~its investment determinations for~~ the instruments that the Subadvisor may cause the Fund ~~either directly~~ to hold or contemplate purchasing. (c) Subadvisor will at all times comply with (i) the ~~issuer or with any broker or dealer~~policies and procedures of the Funds, ~~foreign currency dealer~~Issuer and Advisor of which it has received written notice, ~~futures commission merchant or others selected by it. In connection with~~ (ii) the ~~selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services~~ Rules (as ~~those terms are~~ defined in Section ~~28(e~~3 below) applicable to the Subadvisor Managed Assets, and (iii) the Funds’ Registration Statement, the IPS, the Investment Company Act, the Advisers Act, the Internal Revenue Code of ~~the Securities Exchange Act of 1934~~1986, as amended (the “~~Exchange Act~~Code”)~~) to the Fund and/or the~~ , and all other ~~accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage~~ applicable federal and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage state laws, rules and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. regulations (~~c) The Fund hereby authorizes any entity or person associated~~ collectively with the ~~Subadviser which is a member of a national securities exchange to effect any transaction on~~ Registration Statement, the ~~exchange for~~ IPS, the ~~account of~~ Investment Company Act, the ~~Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder~~Advisers Act, and the ~~Fund hereby consents to~~ Code, the ~~retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv~~“Relevant Laws”). ~~Notwithstanding~~ Subadvisor will be given prompt notice of any material change to any policy and/or procedures of the ~~foregoing, the Subadviser agrees that it~~ Funds. Subadvisor will not ~~deal~~ be responsible for complying with ~~itself, or with Trustees~~ any such material changes of ~~the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will~~ which it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officershas not received notice. (d) ~~Unless TAM advises~~ All cash, securities and other assets of the ~~Subadviser in writing that~~ Funds shall be held at all times by such entity or entities engaged by Issuer to be the ~~right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party~~custodian, including prime brokers and futures commission merchants (collectively, the ~~Subadviser~~ “Custodian”) in compliance with Section 17(f) of the Investment Company Act. Subadvisor shall ~~exercise voting rights incident~~ not be responsible for any custody arrangements involving any assets of the Funds or for the payment of any custodial charges or fees, nor shall Subadvisor have possession or custody of any such assets. All payments, distributions and other transactions in cash, securities or other assets in respect of the Funds shall be made directly to ~~any security purchased with~~or from the Custodian. Advisor shall provide, or ~~comprising a portion of~~shall direct the Custodian to provide, to Subadvisor from time to time such reports concerning assets, receipts and disbursements with respect to the ~~Allocated~~ Subadvisor Managed Assets as Subadvisor may request, including daily information on cash balances available for investment, Fund shareholder activity and market value of the securities held by the Funds. In providing the Subadvisory Services, Subadvisor also shall be responsible for trade confirmations, monitoring timely settlement of trades, and resolving custody overdrafts resulting from trading. With respect to the Subadvisor Managed Assets, ~~in accordance with~~ Subadvisor shall (i) reconcile positions from Subadvisor’s internal records to the ~~Subadviser~~Custodian’s ~~proxy voting policies and procedures without consultation with TAM or~~ records on a daily basis, (ii) reconcile the ~~Fund. The Subadviser agrees~~ market value from its internal records to ~~furnish a copy of its proxy voting policies and procedures~~the Custodian’s records, and (iii) provide Advisor and PWP with a monthly reconciliation report listing any ~~amendments thereto, to TAM~~material discrepancies as defined by Advisor. (e) ~~The Subadviser will monitor~~ Advisor acknowledges and agrees that Subadvisor is not the ~~security valuations~~ Funds’ pricing agent, and is not responsible for pricing the securities held by the Funds. However, Subadvisor shall be responsible for reviewing the prices of the ~~Allocated Assets~~Subadvisor Managed Assets used to value the Funds for reasonableness and notifying Advisor of any need to challenge a price provided by a pricing vendor. If Upon request, Subadvisor will provide reasonable assistance to the ~~Subadviser believes~~ Advisor’s valuation committee or to the Funds’ pricing agents in valuing securities held by a Fund. (f) At the reasonable request of Advisor, Subadvisor will participate in educational meetings with intermediaries or others about portfolio management and investment-related matters regarding the Funds. (g) Subadvisor makes no representations or warranties, express or implied, that any level of performance or investment results will be achieved by the Funds or that the ~~Fund’s carrying value~~ Funds will perform comparably with any standard, including any other clients of Subadvisor or any index. (h) Subadvisor is responsible for ~~a security does not fairly represent the price~~ ensuring that ~~could be obtained~~ any transactions knowingly effected for the ~~security in a current market transaction,~~ Subadvisor Managed Assets between Subadvisor and PWP or any other subadvisor engaged to manage some of the ~~Subadviser will notify TAM promptly. In addition,~~ assets of the ~~Subadviser will be available to consult~~ Funds (“Other Subadvisors”) are consistent with ~~TAM in~~ the ~~event~~ requirements of ~~a pricing problem~~ the Investment Company Act and ~~to participate in~~ with the Trust’s Valuation Committee meetings. For the avoidance of doubt, this paragraph shall not impose on the Subadviser any duty to monitor and evaluate the daily prices supplied by the Fund’s third party pricing service provider.Funds’ policy regarding Section 17

Appears in 1 contract

Sources: Investment Subadvisory Agreement (American Century Capital Portfolios Inc)

Subadvisory Services. ~~In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities:~~ (a) Subject to the ~~supervision~~ general oversight of the ~~Trust’s~~ Board and the general supervision, oversight and direction of ~~Trustees (the “Board”)~~ PWP and ~~TAM~~Advisor, ~~the Subadviser shall regularly provide the Fund~~ solely with respect to ~~such portion of~~ the Subadvisor Managed Assets, Subadvisor will (i) make investment decisions for the Funds in accordance with each Fund’s ~~assets~~ respective investment objective and policies as ~~shall be allocated to~~ stated in such Fund’s Registration Statement, with the ~~Subadviser by TAM~~ provisions of this Agreement and with such written guidelines as Advisor may from time to time provide to Subadvisor; (ii) place purchase and sale orders on behalf of the ~~“Allocated Assets”) with investment research~~Funds and enter such orders on behalf of the Funds under trading agreements the Advisor or Issuer has entered for use by the Funds (such as ISDAs, ~~advice~~futures agreements, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional InformationMSFTAs, and ~~subject~~ other agreements) as necessary to place such ~~other restrictions~~ orders; and ~~limitations as directed by the officers of TAM or the Trust by notice in writing to the Subadviser. The Subadviser shall,~~ (iii) maintain such books and records with respect to the ~~Allocated Assets, determine from time to time what~~ securities ~~and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion~~ transactions of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf Funds as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the are required by applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board law or TAM provided to the Subadviser from time to time, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companiesregulation. (b) ~~The Subadviser~~ In providing the Subadvisory Services, Subadvisor will ~~place orders pursuant to its investment determinations for~~ supervise the ~~Fund either directly with~~ Subadvisor Managed Assets and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the ~~issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it~~Subadvisor Managed Assets. In ~~connection~~ addition, Subadvisor will furnish PWP, Issuer or Advisor whatever information, including statistical data, PWP, Issuer or Advisor may reasonably request with respect to the ~~selection~~ instruments that the Funds may hold or contemplate purchasing. (c) Subadvisor will at all times comply with (i) the policies and procedures of ~~such brokers or dealers~~ the Funds, Issuer and Advisor of which it has received written notice, (ii) the ~~placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services~~ Rules (as ~~those terms are~~ defined in Section ~~28(e~~3 below) applicable to the Subadvisor Managed Assets, and (iii) the Funds’ Registration Statement, the IPS, the Investment Company Act, the Advisers Act, the Internal Revenue Code of ~~the Securities Exchange Act of 1934~~1986, as amended (the “~~Exchange Act~~Code”)~~) to the Fund and/or the~~ , and all other ~~accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage~~ applicable federal and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage state laws, rules and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. regulations (~~c) The Fund hereby authorizes any entity or person associated~~ collectively with the ~~Subadviser which is a member of a national securities exchange to effect any transaction on~~ Registration Statement, the ~~exchange for~~ IPS, the ~~account of~~ Investment Company Act, the ~~Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder~~Advisers Act, and the ~~Fund hereby consents to~~ Code, the ~~retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv~~“Relevant Laws”). ~~Notwithstanding~~ Subadvisor will be given prompt notice of any material change to any policy and/or procedures of the ~~foregoing, the Subadviser agrees that it~~ Funds. Subadvisor will not ~~deal~~ be responsible for complying with ~~itself, or with Trustees~~ any such material changes of ~~the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will~~ which it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officershas not received notice. (d) ~~Unless TAM advises~~ All cash, securities and other assets of the ~~Subadviser in writing that~~ Funds shall be held at all times by such entity or entities engaged by Issuer to be the ~~right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party~~custodian, including prime brokers and futures commission merchants (collectively, the ~~Subadviser~~ “Custodian”) in compliance with Section 17(f) of the Investment Company Act. Subadvisor shall ~~exercise voting rights incident~~ not be responsible for any custody arrangements involving any assets of the Funds or for the payment of any custodial charges or fees, nor shall Subadvisor have possession or custody of any such assets. All payments, distributions and other transactions in cash, securities or other assets in respect of the Funds shall be made directly to ~~any security purchased with~~or from the Custodian. Advisor shall provide, or ~~comprising a portion of~~shall direct the Custodian to provide, to Subadvisor from time to time such reports concerning assets, receipts and disbursements with respect to the ~~Allocated~~ Subadvisor Managed Assets as Subadvisor may request, including daily information on cash balances available for investment, Fund shareholder activity and market value of the securities held by the Funds. In providing the Subadvisory Services, Subadvisor also shall be responsible for trade confirmations, monitoring timely settlement of trades, and resolving custody overdrafts resulting from trading. In the event overdraft fees are incurred with respect to the Subadvisor Managed Assets due to an act or omission of Subadvisor under circumstances deemed outside the normal course of business, Subadvisor shall be responsible for reimbursing the Funds. With respect to the Subadvisor Managed Assets, ~~in accordance with~~ Subadvisor shall (i) reconcile positions from Subadvisor’s internal records to the ~~Subadviser~~Custodian’s ~~proxy voting policies and procedures without consultation with TAM or~~ records on a daily basis, (ii) reconcile the ~~Fund. The Subadviser agrees~~ market value from its internal records to ~~furnish a copy of its proxy voting policies and procedures~~the Custodian’s records, and (iii) provide Advisor and PWP with a monthly reconciliation report listing any ~~amendments thereto, to TAM~~material discrepancies as defined by Advisor. (e) ~~The Subadviser will monitor~~ Advisor acknowledges and agrees that Subadvisor is not the ~~security valuations~~ Funds’ pricing agent, and is not responsible for pricing the securities held by the Funds. However, Subadvisor shall be responsible for reviewing the prices of the ~~Allocated Assets~~Subadvisor Managed Assets used to value the Funds for reasonableness and notifying Advisor of any need to challenge a price provided by a pricing vendor. If Upon request, Subadvisor will provide reasonable assistance to the ~~Subadviser believes~~ Advisor’s valuation committee or to the Funds’ pricing agents in valuing securities held by a Fund. (f) At the reasonable request of Advisor, Subadvisor will participate in educational meetings with intermediaries or others about portfolio management and investment-related matters regarding the Funds. (g) Subadvisor makes no representations or warranties, express or implied, that any level of performance or investment results will be achieved by the Funds or that the ~~Fund’s carrying value~~ Funds will perform comparably with any standard, including any other clients of Subadvisor or any index. (h) Subadvisor is responsible for ~~a security does not fairly represent the price~~ ensuring that ~~could be obtained~~ any transactions effected for the ~~security~~ Subadvisor Managed Assets between Subadvisor, on the one hand, and PWP or any other subadvisor engaged to manage some of the assets of the Funds (“Other Subadvisors”), on the other hand, are consistent with the requirements of the Investment Company Act and with the Funds’ policy regarding Section 17 transactions. Except with respect to PWP, Subadvisor will not consult with any Other Subadvisors of the Funds or other subadvisors to a series under common control with the Funds concerning transactions of the Funds in securities or other assets. (i) Subadvisor will not advise or act for the Funds in any legal proceedings, including bankruptcies or class actions, involving securities held in the Funds or issues of those securities, unless otherwise agreed. (j) The Funds have claimed an exclusion from the definition of a Commodity Pool Operator pursuant to CFTC Rule 4.5 (the “CPO Exclusion”) and Subadvisor shall not manage the Subadvisor Managed Assets in a ~~current market transaction~~manner that would cause any Fund to not qualify for the CPO Exclusion unless otherwise approved by the Advisor in writing. (k) In connection with collateral requirements associated with transactions effected with respect to the Subadvisor Managed Assets, Advisor’s administrative agent shall be responsible for moving subadvised assets into and out of any tri-party special custody accounts established by the ~~Subadviser will notify TAM promptly~~Funds for bilateral trading agreements and to meet prime brokerage requirements. Advisor is responsible for establishing such tri-party special custody accounts. Subadvisor shall be responsible for ensuring the accuracy of such collateral movement and for ensuring that adequate collateral is available for this purpose. In addition, ~~the Subadviser~~ Subadvisor will be ~~available to consult~~ responsible for posting cash as initial margin and daily variation margin in compliance with ~~TAM~~ Rule 17f-6 under the Investment Company Act for futures transactions in the ~~event~~ Subadvisor Managed Assets. Advisor’s administrative agent and not Subadvisor is responsible for the calculation of ~~a pricing problem~~ asset coverage and ~~to participate in the Trust’s Valuation Committee meetings. For the avoidance of doubt, this paragraph shall not impose~~ segregating liquid assets on the ~~Subadviser~~ Funds’ books for purposes of compliance with Section 18 of the Investment Company Act and the guidance and interpretation of the staff of the SEC. Subadvisor is responsible for monitoring the Subadvisor Managed Assets to ensure the adequacy of eligible collateral and will take any ~~duty~~ necessary action to ~~monitor and evaluate~~ resolve any deficiencies as promptly as practicable under the ~~daily prices supplied by the Fund’s third party pricing service provider~~circumstances.

Appears in 1 contract

Sources: Investment Subadvisory Agreement (American Century Capital Portfolios Inc)

Subadvisory Services. ~~In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities:~~ (a) Subject to the ~~supervision~~ general oversight of the ~~Trust’s~~ Board and the general supervision, oversight and direction of ~~Trustees (the “Board”)~~ PWP and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing to the Subadviser. The Subadviser shallAdvisor, with respect to the ~~Allocated~~ Subadvisor Managed Assets, ~~determine~~ Subadvisor will (i) make investment decisions for the Funds in accordance with each Fund's respective investment objective and policies as stated in such Fund's Registration Statement, with the provisions of this Agreement and with such written guidelines as Advisor may from time to time ~~what securities~~ provide to Subadvisor; (ii) place purchase and sale orders on behalf of the Funds and enter such orders on behalf of the Funds under trading agreements the Advisor or Issuer has entered for use by the Funds (such as ISDAs, futures agreements, MSFTAs, and other ~~investments~~ agreements) as necessary to place such orders; and (iii) maintain such books and records with respect to the securities transactions of the Funds as are required by applicable law or regulation. (b) In providing the Subadvisory Services, Subadvisor will supervise the Subadvisor Managed Assets and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadvisor Managed Assets. In addition, Subadvisor will furnish PWP, Issuer or Advisor whatever information, including statistical data, PWP, Issuer or Advisor may reasonably request with respect to the instruments ~~will be purchased, retained, sold or exchanged by~~ that the Subadvisor may cause the Fund to hold. (c) Subadvisor will at all times comply with (i) the policies and ~~what portion~~ procedures of the ~~Allocated Assets will be held~~ Funds, Issuer and Advisor of which it has received written notice, (ii) the Rules (as defined in Section 3 below) applicable to the ~~various securities and other investments in which the Fund invests~~Subadvisor Managed Assets, and ~~shall implement those decisions~~ (~~including~~ iii) the ~~negotiation and execution~~ Funds' Registration Statement, the IPS, the Investment Company Act, the Advisers Act, the Internal Revenue Code of ~~investment documentation and agreements~~1986, ~~including, without limitation, swap, futures, options and other agreements with counterparties, on~~ as amended (the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review"Code"), and all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state ~~law~~laws, ~~as well as~~ rules and regulations (collectively with the ~~investment objectives~~Registration Statement, ~~policies~~ the IPS, the Investment Company Act, the Advisers Act, and ~~restrictions~~ the Code, the "Relevant Laws"). Subadvisor will be given prompt notice of any material change to any policy and/or procedures of the ~~Fund referred to above~~Funds. Subadvisor will not be responsible for complying with any such material changes of which it has not received notice. (d) All cash, ~~any written instructions~~ securities and ~~directions~~ other assets of the ~~Board~~ Funds shall be held at all times by such entity or ~~TAM provided~~ entities engaged by Issuer to be the ~~Subadviser~~ custodian, including prime brokers and futures commission merchants (collectively, the "Custodian") in compliance with Section 17(f) of the Investment Company Act. Subadvisor shall not be responsible for any custody arrangements involving any assets of the Funds or for the payment of any custodial charges or fees, nor shall Subadvisor have possession or custody of any such assets. All payments, distributions and other transactions in cash, securities or other assets in respect of the Funds shall be made directly to or from the Custodian. Advisor shall provide, or shall direct the Custodian to provide, to Subadvisor from time to ~~time~~time such reports concerning assets, receipts and disbursements with respect to the Subadvisor Managed Assets as Subadvisor may request, including daily information on cash balances available for investment, Fund shareholder activity and market value of the securities held by the Funds. In providing the Subadvisory Services, Subadvisor also shall be responsible for trade confirmations, monitoring timely settlement of trades, and resolving custody overdrafts resulting from trading. In the event overdraft fees are incurred with respect to the Subadvisor Managed Assets due to circumstances deemed outside the normal course of business and that are directly attributable to the actions of Subadvisor, Subadvisor shall be responsible for reimbursing the Funds. With respect to the Subadvisor Managed Assets, Subadvisor shall (i) reconcile positions from Subadvisor's internal records to the Custodian's records on a daily basis, (ii) reconcile the market value from its internal records to the Custodian's records, and (iii) provide Advisor and PWP with a monthly reconciliation report listing any material discrepancies as defined by Advisor. (e) Advisor acknowledges and agrees that Subadvisor is not the Funds' pricing agent, and is not responsible for pricing the securities held by the Funds. However, Subadvisor shall be responsible for reviewing the prices of the Subadvisor Managed Assets used to value the Funds for reasonableness and notifying Advisor of any need to challenge a price provided by a pricing vendor. Upon request, Subadvisor will provide reasonable assistance to the Advisor's valuation committee or to the Funds' pricing agents in valuing securities held by a Fund. (f) At the reasonable request of Advisor, Subadvisor will participate in educational meetings with intermediaries or others about portfolio management and investment-related matters regarding the Funds. (g) Subadvisor makes no representations or warranties, express or implied, that any level of performance or investment results will be achieved by the Funds or that the Funds will perform comparably with any standard, including any other ~~specific policies adopted by~~ clients of Subadvisor or any index. (h) Subadvisor is responsible for ensuring that any transactions effected for the ~~Board~~ Subadvisor Managed Assets between Subadvisor and ~~disclosed~~ PWP or any other subadvisor engaged to ~~the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion~~ manage some of the ~~Fund represented by~~ assets of the ~~Allocated Assets~~ Funds ("Other Subadvisors") are consistent with the requirements of the Investment Company Act and with the ~~Subadviser is prohibited from directly or indirectly consulting~~ Funds' policy regarding Section 17 transactions, as provided to Subadvisor. Except with respect to PWP, Subadvisor will not consult with any ~~other subadviser for a portion~~ Other Subadvisors of the ~~Fund’s assets~~ Funds or other subadvisors to a series under common control with the Funds concerning ~~Fund~~ transactions of the Funds in securities or other assets. . (i) Subadvisor will not advise or act for the Funds in any legal proceedings, including bankruptcies or class actions, involving securities held in the Funds or issues of those securities, unless otherwise agreed. (j) The ~~Subadviser is authorized~~ Funds have claimed an exclusion from the definition of a Commodity Pool Operator pursuant to ~~give instructions~~ CFTC Rule 4.5 (the "CPO Exclusion") and Subadvisor shall not manage the Subadvisor Managed Assets in a manner that would cause any Fund to not qualify for the CPO Exclusion unless otherwise approved by the Advisor in writing. (k) In connection with collateral and margin requirements and short sale proceeds associated with transactions effected with respect to the ~~Allocated Assets to~~ Subadvisor Managed Assets, Subadvisor shall be responsible for moving subadvised assets into and out of any tri-party special custody accounts established by the ~~custodian~~ Funds. Advisor is responsible for establishing such tri-party special custody accounts and Subadvisor is responsible for the instruction of the ~~Fund as~~ collateral movement to ~~deliveries of securities~~ and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of from such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) The Subadviser will monitor the security valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser will notify TAM promptlyaccounts. In addition, ~~the Subadviser~~ Subadvisor will be ~~available to consult~~ responsible for posting margin for the Funds out of the Subadvisor Managed Assets in compliance with ~~TAM in~~ Rule 17f-6 under the ~~event~~ Investment Company Act. Advisor's administrative agent and not Subadvisor is responsible for the calculation of ~~a pricing problem~~ asset coverage and ~~to participate in the Trust’s Valuation Committee meetings. For the avoidance of doubt, this paragraph shall not impose~~ segregating liquid assets on the ~~Subadviser~~ Funds' books for purposes of compliance with Section 18 of the Investment Company Act and the guidance and interpretation of the staff of the SEC. Subadvisor is responsible for monitoring the Subadvisor Managed Assets to ensure the adequacy of eligible collateral and will take any ~~duty~~ necessary action to ~~monitor and evaluate~~ resolve any deficiencies as promptly as practicable under the ~~daily prices supplied by the Fund’s third party pricing service provider~~circumstances.

Appears in 1 contract

Sources: Investment Subadvisory Agreement (American Century Capital Portfolios Inc)

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, investment policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional ~~Information~~Information and provided to and agreed upon by the Subadviser, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing to the ~~Subadviser~~Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheld. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, ~~swap~~swaps, futures, ~~options~~ options, repurchase, and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM ~~prompt notice of any new investment agreements and any material amendments to existing investment agreements and~~ the opportunity ~~for legal review)~~to review the collateral schedule to master repurchase agreements, all subject to the provisions of the Trust’s Declaration of Trust and By-~~Laws~~ Laws, as may be amended from time to time and provided to the Subadviser (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, investment policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to ~~time,~~ time in advance and ~~any other specific policies adopted~~ agreed to by ~~the Board and disclosed to~~ the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the ~~assets~~ Allocated Assets of the Fund in one or more investment companies. In addition, the Subadviser is authorized to act for, represent, and purport to bind the Fund with respect to any Allocated Assets in any legal or administrative proceeding involving the Trust or the Fund or any such proceeding involving any Allocated Assets, including, without limitation, class action and bankruptcy proceedings, in consultation with TAM. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion~~. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein~~. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures of the Subadviser as ~~may be~~ adopted by the ~~Fund from time to time~~Fund, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) The Subadviser will monitor the security valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transactionAs reasonably requested by TAM, the Subadviser ~~will notify~~ shall provide the Fund with information regarding the Allocated Assets to reasonably assist the Fund in determining the appropriate valuation of such assets, provided that TAM ~~promptly. In addition,~~ acknowledges that the Subadviser ~~will be available to consult with TAM~~ is not a valuation agent. (f) The Subadviser may, as permitted by rule, regulation or position of the staff of the SEC, utilize the personnel of its affiliates, including foreign affiliates, in ~~the event of a pricing problem and to participate in the Trust’s Valuation Committee meetings. For the avoidance of doubt~~providing services under this Agreement, ~~this paragraph shall not impose on~~ provided that the Subadviser ~~any duty to monitor and evaluate~~ remains solely responsible for the ~~daily prices supplied by the Fund’s third party pricing service provider~~provision of services under this Agreement.

Appears in 1 contract

Sources: Investment Subadvisory Agreement (Transamerica Funds)

Subadvisory Services. ~~In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities:~~ (a) Subject to the ~~supervision~~ general oversight of the ~~Trust’s~~ Board and the general supervision, oversight and direction of ~~Trustees (the “Board”)~~ PWP and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing to the Subadviser. The Subadviser shallAdvisor, with respect to the ~~Allocated~~ Subadvisor Managed Assets, ~~determine~~ Subadvisor will (i) make investment decisions for the Funds in accordance with each Fund’s respective investment objective and policies as stated in such Fund’s Registration Statement, with the provisions of this Agreement and with such written guidelines as Advisor may from time to time ~~what securities~~ provide to Subadvisor; (ii) place purchase and sale orders on behalf of the Funds and enter such orders on behalf of the Funds under trading agreements the Advisor or Issuer has entered for use by the Funds (such as ISDAs, futures agreements, MSFTAs, and other ~~investments~~ agreements) as necessary to place such orders; and ~~instruments will be purchased, retained, sold or exchanged by the Fund~~ (iii) maintain such books and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions records with respect to the ~~Allocated Assets to the custodian~~ securities transactions of the ~~Fund~~ Funds as ~~to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to~~ are required by applicable ~~provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all~~ law or ~~substantially all of the assets of the Fund in one or more investment companies~~regulation. (b) ~~The Subadviser~~ In providing the Subadvisory Services, Subadvisor will ~~place orders pursuant~~ supervise the Subadvisor Managed Assets and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadvisor Managed Assets. In addition, Subadvisor will furnish PWP, Issuer or Advisor whatever information, including statistical data, PWP, Issuer or Advisor may reasonably request with respect to ~~its investment determinations for~~ the instruments that the Subadvisor may cause the Fund ~~either directly~~ to hold or contemplate purchasing. (c) In providing the Subadvisory Services, Subadvisor will at all times comply with (i) the ~~issuer or with any broker or dealer~~policies and procedures of the Funds, ~~foreign currency dealer~~Issuer and Advisor applicable to the Subadvisor Managed Assets and of which it has received written notice, ~~futures commission merchant or others selected by it. In connection with~~ (ii) the ~~selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services~~ Rules (as ~~those terms are~~ defined in Section ~~28(e~~3 below) applicable to the Subadvisor Managed Assets, and (iii) the Funds’ Registration Statement, the IPS, the Investment Company Act, the Advisers Act, the Internal Revenue Code of ~~the Securities Exchange Act of 1934~~1986, as amended (the “~~Exchange Act~~Code”)) , and all other applicable federal and state laws, rules and regulations (collectively with the Registration Statement, the IPS, the Investment Company Act, the Advisers Act, and the Code, the “Relevant Laws”); provided, however, that notwithstanding anything to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission contrary herein, Subadvisor shall only be responsible for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have compliance with respect to ~~accounts over which they exercise investment discretion. The Board may adopt policies~~ the Subadvisor Managed Assets and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange shall only be responsible for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other those provisions of the ~~Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative~~ Code that relate to the ~~Subadviser and its directors and officers~~provision of the Subadvisory Services. Subadvisor will be given prompt notice of any material change to any policy and/or procedures of the Funds. Subadvisor will not be responsible for complying with any such material changes of which it has not received notice. (d) ~~Unless TAM advises~~ All cash, securities and other assets of the ~~Subadviser in writing that~~ Funds shall be held at all times by such entity or entities engaged by Issuer to be the ~~right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party~~custodian, including prime brokers and futures commission merchants (collectively, the ~~Subadviser~~ “Custodian”) in compliance with Section 17(f) of the Investment Company Act. Subadvisor shall ~~exercise voting rights incident~~ not be responsible for any custody arrangements involving any assets of the Funds or for the payment of any custodial charges or fees, nor shall Subadvisor have possession or custody of any such assets. All payments, distributions and other transactions in cash, securities or other assets in respect of the Funds shall be made directly to ~~any security purchased with~~or from the Custodian. Advisor shall provide, or ~~comprising a portion of~~shall direct the Custodian to provide, to Subadvisor from time to time such reports concerning assets, receipts and disbursements with respect to the ~~Allocated~~ Subadvisor Managed Assets as Subadvisor may request, including daily information on cash balances available for investment, Fund shareholder activity and market value of the securities held by the Funds. In providing the Subadvisory Services, Subadvisor also shall be responsible for trade confirmations, monitoring timely settlement of trades, and resolving custody overdrafts resulting from trading. In the event overdraft fees are incurred with respect to the Subadvisor Managed Assets due to circumstances deemed outside the normal course of business, Subadvisor shall be responsible for reimbursing the Funds. With respect to the Subadvisor Managed Assets, ~~in accordance with~~ Subadvisor shall (i) reconcile positions from Subadvisor’s internal records to the ~~Subadviser~~Custodian’s ~~proxy voting policies and procedures without consultation with TAM or~~ records on a daily basis, (ii) reconcile the ~~Fund. The Subadviser agrees~~ market value from its internal records to ~~furnish a copy of its proxy voting policies and procedures~~the Custodian’s records, and (iii) provide Advisor and PWP with a monthly reconciliation report listing any ~~amendments thereto, to TAM~~material discrepancies as defined by Advisor. (e) ~~The Subadviser will monitor~~ Advisor acknowledges and agrees that Subadvisor is not the ~~security valuations~~ Funds’ pricing agent, and is not responsible for pricing the securities held by the Funds. However, Subadvisor shall be responsible for reviewing the prices of the ~~Allocated Assets~~Subadvisor Managed Assets for reasonableness and notifying Advisor of any need to challenge a price provided by a pricing vendor. If Upon request, Subadvisor will provide reasonable assistance to the ~~Subadviser believes~~ Advisor’s valuation committee or to the Funds’ pricing agents in valuing securities held by a Fund. (f) At the reasonable request of Advisor, Subadvisor will participate in educational meetings with intermediaries or others about portfolio management and investment-related matters regarding the Funds. (g) Subadvisor makes no representations or warranties, express or implied, that any level of performance or investment results will be achieved by the Funds or that the ~~Fund’s carrying value~~ Funds will perform comparably with any standard, including any other clients of Subadvisor or any index. (h) Subadvisor is responsible for ~~a security does not fairly represent the price~~ ensuring that ~~could be obtained~~ any transactions effected for the ~~security in a current market transaction,~~ Subadvisor Managed Assets between Subadvisor and PWP or any other subadvisor engaged to manage some of the ~~Subadviser will notify TAM promptly. In addition,~~ assets of the ~~Subadviser will be available to consult~~ Funds (“Other Subadvisors”) are consistent with ~~TAM in~~ the ~~event~~ requirements of ~~a pricing problem~~ the Investment Company Act and ~~to participate in~~ with the Trust’s Valuation Committee meetings. For the avoidance of doubt, this paragraph shall not impose on the Subadviser any duty to monitor and evaluate the daily prices supplied by the Fund’s third party pricing service provider.Funds’ policy regarding Section 17

Appears in 1 contract

Sources: Investment Subadvisory Agreement (American Century Capital Portfolios Inc)

Subadvisory Services. ~~In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities:~~ (a) Subject to the ~~supervision~~ general oversight of the ~~Trust’s~~ Board and the general supervision, oversight and direction of ~~Trustees (the “Board”)~~ PWP and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing to the Subadviser. The Subadviser shallAdvisor, with respect to the ~~Allocated~~ Subadvisor Managed Assets, ~~determine~~ Subadvisor will (i) make investment decisions for the Funds in accordance with each Fund’s respective investment objective and policies as stated in such Fund’s Registration Statement, with the provisions of this Agreement and with such written guidelines as Advisor may from time to time ~~what securities~~ provide to Subadvisor; (ii) to the extent consistent with Subadvisor’s duty to seek best execution, place purchase and sale orders on behalf of the Funds in respect of the Subadvisor Managed Assets and enter such orders on behalf of the Funds in respect of the Subadvisor Managed Assets under trading agreements the Advisor or Issuer has entered into for use by the Funds (such as ISDAs, futures agreements, MSFTAs, and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission ) (the “~~SEC~~Trading Agreements”~~), interpretive guidance issued thereunder by the SEC staff~~ ) as necessary to place such orders; and ~~any other applicable federal~~ (iii) maintain such books and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions records with respect to the ~~Allocated Assets to the custodian~~ securities transactions of the ~~Fund~~ Subadvisor Managed Assets as ~~to deliveries of securities~~ are required by Rule 31a-1 under the Investment Company Act and ~~other investments and payments of cash for the account~~ Rule 204-2 of the ~~Fund. Subject to applicable provisions of the 1940~~ Advisers Act~~, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies~~. (b) ~~The Subadviser~~ In providing the Subadvisory Services, Subadvisor will ~~place orders pursuant to its investment determinations for~~ supervise the ~~Fund either directly with~~ Subadvisor Managed Assets and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the ~~issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it~~Subadvisor Managed Assets. In ~~connection~~ addition, Subadvisor will furnish PWP, Issuer or Advisor information, including statistical data, PWP, Issuer or Advisor may reasonably request with respect to the ~~selection~~ instruments constituting the Subadvisor Managed Assets. (c) In providing the Subadvisory Services, Subadvisor will at all times comply, in all material respects, with (i) the policies and procedures of ~~such brokers or dealers~~ the Funds, Issuer and Advisor applicable to the ~~placing~~ Subadvisor Managed Assets and of ~~such orders~~which it has received written notice, ~~subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services~~ (ii) the Rules (as ~~those terms are~~ defined in Section ~~28(e~~4 below) applicable to the Subadvisor Managed Assets, and (iii) the Funds’ Registration Statement, the IPS, the Investment Company Act, the Advisers Act, the Internal Revenue Code of ~~the Securities Exchange Act of 1934~~1986, as amended (the “~~Exchange Act~~Code”)~~) to the Fund and/or the~~ , and all other ~~accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage~~ applicable federal and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage state laws, rules and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. regulations (~~c) The Fund hereby authorizes any entity or person associated~~ collectively with the ~~Subadviser which is a member of a national securities exchange to effect any transaction on~~ Registration Statement, the ~~exchange for~~ IPS, the ~~account of~~ Investment Company Act, the ~~Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder~~Advisers Act, and the ~~Fund hereby consents to~~ Code, the ~~retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv~~“Relevant Laws”). ~~Notwithstanding~~ Subadvisor will be given prompt notice of any material change that may impact the ~~foregoing~~Subadvisor or the Subadvisor Managed Assets to any policy and/or procedures of the Funds, the ~~Subadviser agrees that it~~ Registration Statement, the Trading Agreements or to any Rules. Subadvisor will not ~~deal~~ be responsible for complying with ~~itself, or with Trustees~~ any such material changes of ~~the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will~~ which it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officershas not received notice. (d) ~~Unless TAM advises~~ All cash, securities and other assets of the ~~Subadviser in writing that~~ Funds shall be held at all times by such entity or entities engaged by Issuer to be the ~~right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party~~custodian, including prime brokers and futures commission merchants (collectively, the ~~Subadviser~~ “Custodian”) in compliance with Section 17(f) of the Investment Company Act. Subadvisor shall ~~exercise voting rights incident~~ not be responsible for any custody arrangements involving any assets of the Funds or for the payment of any custodial charges or fees, nor shall Subadvisor have possession or custody of any such assets. Subadvisor shall have no liability for the acts or omissions of any Custodian. All payments, distributions and other transactions in cash, securities or other assets in respect of the Funds shall be made directly to ~~any security purchased with~~or from the Custodian. Advisor shall provide, or ~~comprising a portion of~~shall direct the Custodian to provide, to Subadvisor from time to time such reports concerning assets, receipts and disbursements with respect to the ~~Allocated~~ Subadvisor Managed Assets as Subadvisor may request, including daily information on cash balances available for investment, Fund shareholder activity and market value of the securities held by the Funds. In providing the Subadvisory Services, Subadvisor also shall be responsible for trade confirmations, monitoring timely settlement of trades, and resolving custody overdrafts resulting from trading. With respect to the Subadvisor Managed Assets, ~~in accordance with~~ Subadvisor shall (i) reconcile positions from Subadvisor’s internal records to the ~~Subadviser~~Custodian’s ~~proxy voting policies and procedures without consultation with TAM or~~ records on a daily basis, (ii) reconcile the ~~Fund. The Subadviser agrees~~ market value from its internal records to ~~furnish~~ the Custodian’s records on a ~~copy of its proxy voting policies and procedures~~monthly basis, and (iii) provide Advisor and PWP with a monthly reconciliation report listing any ~~amendments thereto~~material discrepancies; provided, ~~to TAM~~for the avoidance of doubt, that nothing in this sentence shall result in the Subadvisor being responsible for pricing the securities held by the Funds or determining the Funds’ net asset value. (e) ~~The Subadviser will monitor~~ Advisor acknowledges and agrees that Subadvisor is not the ~~security valuations of~~ Funds’ pricing agent, and is not responsible for pricing the ~~Allocated Assets~~securities held by the Funds. ~~If the Subadviser~~ However, Sub-Adviser shall promptly notify Advisor if Subadvisor, based on market data, believes that the valuation of any Subadvisor Managed Asset (as provided to Subadvisor by the Fund administrator or the Advisor) used in calculating a Fund’s ~~carrying~~ net asset value ~~for~~ differs materially from what Subadvisor believes is its market value. Upon request, Subadvisor will provide reasonable assistance to the Advisor’s valuation committee or to the Funds’ pricing agents in valuing securities held by a ~~security does~~ Fund. (f) Subadvisor makes no representations or warranties, express or implied, that any level of performance or investment results will be achieved by the Funds or that the Funds will perform comparably with any standard, including any other clients of Subadvisor or any index. (g) Subadvisor acknowledges and agrees that in connection with the exemptions provided under Rules 10f-3(b), 12d3-1, and 17a-10 under the Investment Company Act, (i) Subadvisor will not ~~fairly represent~~ knowingly consult with any persons previously identified to the ~~price that could be obtained~~ Subadvisor by the Advisor as either another subadvisor for the ~~security~~ Funds (“Other Subadvisor”) or another subadvisor to the Issuer or any other registered investment company under common control with the Issuer concerning transactions for the Funds in securities or other assets, and (ii) its responsibility in providing investment subadvisory services to the Funds shall be limited solely to the Subadvisor Managed Assets. (h) Subadvisor will not advise or act for the Funds in any legal proceedings, including bankruptcies or class actions, involving securities held in the Funds or issues of those securities, unless otherwise agreed to by Subadvisor in writing. (i) Advisor will be responsible for the preparation and filing of reports on Schedules 13D or 13G, if applicable with respect to the portfolio holdings held or previously held in the Subadvisor Managed Assets. (j) The Funds have claimed an exclusion from the definition of a Commodity Pool Operator pursuant to CFTC Rule 4.5 (the “CPO Exclusion”) and Subadvisor shall not manage the Subadvisor Managed Assets in a ~~current market transaction~~manner that, if such assets represented the ~~Subadviser will notify TAM promptly~~entirety of a Fund, would cause the Fund to not qualify for the CPO Exclusion unless otherwise approved by the Advisor in writing. (k) In connection with collateral requirements associated with transactions effected with respect to the Subadvisor Managed Assets, Advisor’s administrative agent shall be responsible for moving subadvised assets into and out of any tri-party special custody accounts established by the Funds for bilateral trading agreements and to meet prime brokerage requirements. Advisor is responsible for establishing such tri-party special custody accounts. Subadvisor shall be responsible for ensuring the accuracy of such collateral movement and for ensuring that adequate collateral is available for this purpose. In addition, ~~the Subadviser~~ Subadvisor will be ~~available~~ responsible for providing the Custodian and any applicable futures commission merchant or commodity clearing organization with instructions with respect to ~~consult~~ posting cash as initial margin and daily variation margin in compliance with ~~TAM~~ Rule 17f-6 under the Investment Company Act for futures transactions in the ~~event~~ Subadvisor Managed Assets. Advisor’s administrative agent and not Subadvisor is responsible for the calculation of asset coverage and segregating liquid assets on the Funds’ books for purposes of compliance with Section 18 of the Investment Company Act and the guidance and interpretation of the staff of the SEC. Subadvisor is responsible for monitoring the Subadvisor Managed Assets to ensure the adequacy of eligible collateral and will take any necessary action to resolve any deficiencies as promptly as practicable under the circumstances. (l) Advisor shall provide Subadvisor with a ~~pricing problem~~ list of each person who is an “affiliated person” (and any affiliated person of such an affiliated person), as such term is defined in the Investment Company Act, of any Fund. Advisor agrees to provide such list prior to Subadvisor commencing actual management of the assets of the Subadvisor Managed Assets and to ~~participate in the Trust’s Valuation Committee meetings. For the avoidance~~ promptly update such list whenever Advisor becomes aware of ~~doubt, this paragraph shall not impose on the Subadviser~~ any ~~duty~~ changes to ~~monitor and evaluate the daily prices supplied by the Fund’s third party pricing service provider~~such list of affiliated persons.

Appears in 1 contract

Sources: Investment Subadvisory Agreement (American Century Capital Portfolios Inc)

Subadvisory Services. ~~In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities:~~ (a) Subject to the ~~supervision~~ general oversight of the ~~Trust’s~~ Board and the general supervision, oversight and direction of ~~Trustees (the “Board”)~~ PWP and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing to the Subadviser. The Subadviser shallAdvisor, with respect to the ~~Allocated~~ Subadvisor Managed Assets, ~~determine~~ Subadvisor will (i) make investment decisions for the Funds in accordance with each Fund’s respective investment objective and policies as stated in such Fund’s Registration Statement, with the provisions of this Agreement and with such written guidelines as Advisor may from time to time ~~what securities~~ provide to Subadvisor; (ii) place purchase and sale orders on behalf of the Funds and enter such orders on behalf of the Funds under trading agreements the Advisor or Issuer has entered for use by the Funds (such as ISDAs, futures agreements, MSFTAs, and other ~~investments~~ agreements) as necessary to place such orders; and ~~instruments will be purchased, retained, sold or exchanged by the Fund~~ (iii) maintain such books and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions records with respect to the ~~Allocated Assets to the custodian~~ securities transactions of the ~~Fund~~ Funds as ~~to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to~~ are required by applicable ~~provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all~~ law or ~~substantially all of the assets of the Fund in one or more investment companies~~regulation. (b) ~~The Subadviser~~ In providing the Subadvisory Services, Subadvisor will ~~place orders pursuant~~ supervise the Subadvisor Managed Assets and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadvisor Managed Assets. In addition, Subadvisor will furnish PWP, Issuer or Advisor whatever information, including statistical data, PWP, Issuer or Advisor may reasonably request with respect to ~~its investment determinations for~~ the instruments that the Subadvisor may cause the Fund ~~either directly~~ to hold or contemplate purchasing. (c) Subadvisor will at all times comply with (i) the ~~issuer or with any broker or dealer~~policies and procedures of the Funds, ~~foreign currency dealer~~Issuer and Advisor of which it has received written notice, ~~futures commission merchant or others selected by it. In connection with~~ (ii) the ~~selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services~~ Rules (as ~~those terms are~~ defined in Section ~~28(e~~3 below) applicable to the Subadvisor Managed Assets, and (iii) the Funds’ Registration Statement, the IPS, the Investment Company Act, the Advisers Act, the Internal Revenue Code of ~~the Securities Exchange Act of 1934~~1986, as amended (the “~~Exchange Act~~Code”)~~) to the Fund and/or the~~ , and all other ~~accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage~~ applicable federal and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage state laws, rules and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. regulations (~~c) The Fund hereby authorizes any entity or person associated~~ collectively with the ~~Subadviser which is a member of a national securities exchange to effect any transaction on~~ Registration Statement, the ~~exchange for~~ IPS, the ~~account of~~ Investment Company Act, the ~~Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder~~Advisers Act, and the ~~Fund hereby consents to~~ Code, the ~~retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv~~“Relevant Laws”). ~~Notwithstanding~~ Subadvisor will be given prompt notice of any material change to any policy and/or procedures of the ~~foregoing, the Subadviser agrees that it~~ Funds. Subadvisor will not ~~deal~~ be responsible for complying with ~~itself, or with Trustees~~ any such material changes of ~~the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will~~ which it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officershas not received notice. (d) ~~Unless TAM advises~~ All cash, securities and other assets of the ~~Subadviser~~ Funds shall be held at all times by such entity or entities engaged by Issuer to be the custodian, including prime brokers and futures commission merchants (collectively, the “Custodian”) in compliance with Section 17(f) of the Investment Company Act. Subadvisor shall not be responsible for any custody arrangements involving any assets of the Funds or for the payment of any custodial charges or fees, nor shall Subadvisor have possession or custody of any such assets. All payments, distributions and other transactions in cash, securities or other assets in respect of the Funds shall be made directly to or from the Custodian. Advisor shall provide, or shall direct the Custodian to provide, to Subadvisor from time to time such reports concerning assets, receipts and disbursements with respect to the Subadvisor Managed Assets as Subadvisor may request, including daily information on cash balances available for investment, Fund shareholder activity and market value of the securities held by the Funds. In providing the Subadvisory Services, Subadvisor also shall be responsible for trade confirmations, monitoring timely settlement of trades, and resolving custody overdrafts resulting from trading. In the event overdraft fees are incurred with respect to the Subadvisor Managed Assets due to circumstances deemed by the Subadvisor in good faith to be outside the normal course of business, Subadvisor shall be responsible for reimbursing the Funds. With respect to the Subadvisor Managed Assets, Subadvisor shall (i) reconcile positions from Subadvisor’s internal records to the Custodian’s records on a daily basis, (ii) reconcile the market value from its internal records to the Custodian’s records, and (iii) provide Advisor and PWP with a monthly reconciliation report listing any material discrepancies as defined by Advisor and provided to the Subadvisor in writing ~~that the right~~ from time to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAMtime. (e) ~~The Subadviser will monitor~~ Advisor acknowledges and agrees that Subadvisor is not the ~~security valuations~~ Funds’ pricing agent, and is not responsible for pricing the securities held by the Funds. However, Subadvisor shall be responsible for reviewing the prices of the ~~Allocated Assets~~Subadvisor Managed Assets used to value the Funds for reasonableness and notifying Advisor of any need to challenge a price provided by a pricing vendor. If Upon request, Subadvisor will provide reasonable assistance to the ~~Subadviser believes~~ Advisor’s valuation committee or to the Funds’ pricing agents in valuing securities held by a Fund. (f) At the reasonable request of Advisor, Subadvisor will participate in educational meetings with intermediaries or others about portfolio management and investment-related matters regarding the Funds. (g) Subadvisor makes no representations or warranties, express or implied, that any level of performance or investment results will be achieved by the Funds or that the ~~Fund’s carrying value~~ Funds will perform comparably with any standard, including any other clients of Subadvisor or any index. (h) Subadvisor is responsible for ~~a security does not fairly represent the price~~ ensuring that ~~could be obtained~~ any transactions effected for the ~~security in a current market transaction,~~ Subadvisor Managed Assets between Subadvisor and PWP or any other subadvisor engaged to manage some of the ~~Subadviser will notify TAM promptly. In addition,~~ assets of the ~~Subadviser will be available to consult~~ Funds (“Other Subadvisors”) are consistent with ~~TAM in~~ the ~~event~~ requirements of ~~a pricing problem~~ the Investment Company Act and ~~to participate in~~ with the Trust’s Valuation Committee meetings. For the avoidance of doubt, this paragraph shall not impose on the Subadviser any duty to monitor and evaluate the daily prices supplied by the Fund’s third party pricing service provider.Funds’ policy regarding Section 17

Appears in 1 contract

Sources: Investment Subadvisory Agreement (American Century Capital Portfolios Inc)

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) ~~Subject~~ The Subadviser shall direct the asset allocation strategy and the investment decisions to implement such strategy for the Fund by allocating the Fund’s assets primarily among a broad mixture of mutual funds advised by TAM and designated in the Fund’s Prospectus as permissible investments for the Fund (“Underlying Funds”). The Subadviser’s management of the Fund’s investments shall be subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional ~~Information,~~ Information and with investment guidelines agreed upon by TAM and the Subadviser and subject to such other instructions, restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing to the ~~Subadviser~~Subadviser that are consistent with the Fund’s investment objectives, policies and restrictions (“Investment Guidelines”). The ~~Subadviser shall, with respect~~ Subadviser’s management of the Fund’s investments is also subject to the ~~Allocated Assets~~provisions of the Trust’s Declaration of Trust and By-Laws, ~~determine~~ as may be amended from time to time ~~what securities~~ (collectively, the “Governing Documents”), the 1940 Act and ~~other investments~~ the applicable rules and ~~instruments will be purchased, retained, sold or exchanged~~ regulations promulgated thereunder by the ~~Fund~~ Securities and ~~what portion of~~ Exchange Commission (the ~~Allocated Assets~~ “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law. (b) Based on the Fund’s overall investment strategy and target asset class exposure levels, the Subadviser will ~~be held in~~ employ its investment process to select the ~~various securities and other investments~~ specific Underlying Funds in which the Fund ~~invests~~will invest and to determine the size of the Fund’s allocations to the selected Underlying Funds. The Subadviser will rebalance the Fund’s assets among Underlying Funds as needed based on the analysis produced by its investment process. The Subadviser is not required to allocate to all Underlying Funds. Consistent with the Fund’s objective and strategies, the Subadviser is authorized to invest any portion of the Fund’s assets in Underlying Funds subadvised by the Subadviser. TAM acknowledges that the Subadviser has a potential conflict of interest when it selects an Underlying Fund that it subadvises. (c) Notwithstanding the Subadviser’s responsibility pursuant to paragraph (b) of this section to allocate assets among the Underlying Funds, TAM shall have sole control and responsibility for determining which series of the Transamerica Funds and the Trust will be Underlying Funds and for monitoring the Underlying Funds’ subadvisers. The Subadviser shall ~~implement those decisions~~ have no responsibility or liability for the choice or supervision of the Underlying Funds’ subadvisers or for the performance of the Underlying Funds for which it does not act as subadviser. (~~including the negotiation~~ d) The Subadviser may invest Fund assets in derivative instruments and ~~execution of~~ negotiate and execute investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. (be) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. (cf) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) The Subadviser will monitor the security valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser will notify TAM promptly. In addition, the Subadviser will be available to consult with TAM in the event of a pricing ~~problem~~ issue and to participate in the Trust’s Valuation Committee ~~meetings. For the avoidance of doubt~~meetings with respect to instruments, ~~this paragraph shall not impose on~~ e.g., derivative instruments, the Subadviser has directly purchased for the Fund. (g) Subadviser is prohibited from directly or indirectly consulting with any ~~duty~~ other subadviser for another series of the Trust concerning Fund transactions in securities or other assets. Notwithstanding the foregoing, nothing herein shall be deemed to ~~monitor~~ prohibit the Subadviser from consulting with a subadviser to an Underlying Fund concerning transactions for the Fund in shares of the Underlying Fund. (h) The Subadviser shall communicate to the Trust’s custodian and ~~evaluate the daily prices supplied by~~ transfer agent (as identified in the Fund’s ~~third party pricing service provider~~current Prospectus) trade file instructions that are a result of its investment decisions, including rebalancing/reallocation decisions. (i) The Subadviser shall not vote proxies of the Underlying Funds that the Fund may receive. Such proxies will be voted by TAM in accordance with the current proxy voting policies and procedures of the Trust and TAM. (j) The Subadviser shall have no power, authority, responsibility or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting Underlying Funds held at any time in the Fund, including, without limitation, to file proofs of claim or other documents related to such proceedings (the “Litigation”), or to investigate, initiate, supervise, or monitor the Litigation involving Fund assets, and TAM acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Notwithstanding the foregoing, the Subadviser shall cooperate with TAM regarding the provision of information requested by TAM in connection with any action taken by TAM with respect to any such claim or proceeding.

Appears in 1 contract

Sources: Investment Subadvisory Agreement (Transamerica Series Trust)

Subadvisory Services. ~~In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities:~~ (a) Subject to the ~~supervision~~ general oversight of the ~~Trust’s~~ Board and the general superv1s1on, oversight and direction of ~~Trustees (the “Board”)~~ PWP and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing to the Subadviser. The Subadviser shallAdvisor, with respect to the ~~Allocated~~ Subadvisor Managed Assets, ~~determine~~ Subadvisor will (i) make investment decisions for the Funds in accordance with each Fund's respective investment objective and policies as stated in such Fund's Registration Statement, with the provisions of this Agreement and with such written guidelines as Advisor may from time to time ~~what securities~~ provide to Subadvisor; (ii) place purchase and sale orders on behalf of the Funds and enter such orders on behalf of the Funds under trading agreements the Advisor or Issuer has entered for use by the Funds (such as ISDAs, futures agreements, MSFfAs, and other ~~investments~~ agreements) as necessary to place such orders; and (iii) maintain such books and records with respect to the securities transactions of the Funds as are required by applicable law or regulation. (b) In providing the Subadvisory Services, Subadvisor will supervise the Subadvisor Managed Assets and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadvisor Managed Assets. In addition, Subadvisor will furnish PWP, Issuer or Advisor whatever information, including statistical data, PWP, Issuer or Advisor may reasonably request with respect to the instruments ~~will be purchased, retained, sold or exchanged by~~ that the Subadvisor may cause the Fund to hold. (c) Subadvisor will at all times comply with (i) the policies and ~~what portion~~ procedures of the ~~Allocated Assets will be held~~ Funds, Issuer and Advisor of which it has received written notice, (ii) the Rules (as defined in Section 3 below) applicable to the ~~various securities and other investments in which the Fund invests~~Subadvisor Managed Assets, and ~~shall implement those decisions~~ (~~including~~ iii) the ~~negotiation and execution~~ Funds' Registration Statement, the IPS, the Investment Company Act, the Advisers Act, the Internal Revenue Code of ~~investment documentation and agreements~~1986, ~~including, without limitation, swap, futures, options and other agreements with counterparties, on~~ as amended (the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review"Code"), and all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state ~~law~~laws, ~~as well as~~ rules and regulations (collectively with the ~~investment objectives~~Registration Statement, ~~policies~~ the IPS, the Investment Company Act, the Advisers Act, and ~~restrictions~~ the Code, the "Relevant Laws''). Subadvisor will be given prompt notice of any material change to any policy and/or procedures of the ~~Fund referred to above~~Funds. Subadvisor will not be responsible for complying with any such material changes of which it has not received notice. (d) All cash, ~~any written instructions~~ securities and ~~directions~~ other assets of the ~~Board~~ Funds shall be held at all times by such entity or ~~TAM provided~~ entities engaged by Issuer to be the ~~Subadviser~~ custodian, including prime brokers and futures commission merchants (collectively, the "Custodian") in compliance with Section 17(f) of the Investment Company Act. Subadvisor shall not be responsible for any custody arrangements involving any assets of the Funds or for the payment of any custodial charges or fees, nor shall Subadvisor have possession or custody of any such assets. All payments, distributions and other transactions in cash, securities or other assets in respect of the Funds shall be made directly to or from the Custodian. Advisor shall provide, or shall direct the Custodian to provide, to Subadvisor from time to ~~time~~time such reports concerning assets, receipts and disbursements with respect to the Subadvisor Managed Assets as Subadvisor may request, including daily information on cash balances available for investment, Fund shareholder activity and market value of the securities held by the Funds. In providing the Subadvisory Services, Subadvisor also shall be responsible for trade confirmations, monitoring timely settlement of trades, and resolving custody overdrafts resulting from trading. In the event overdraft fees are incurred with respect to the Subadvisor Managed Assets due to circwnstances deemed outside the normal course of business and that are directly attributable to the actions of Subadvisor, Subadvisor shall be responsible for reimbursing the Funds. With respect to the Subadvisor Managed Assets, Subadvisor shall (i) reconcile positions from Subadvisor's internal records to the Custodian's records on a daily basis, (ii) reconcile the market value from its internal records to the Custodian's records, and (iii) provide Advisor and PWP with a monthly reconciliation report listing any material discrepancies as defined by Advisor. (e) Advisor acknowledges and agrees that Subadvisor is not the Funds' pricing agent, and is not responsible for pricing the securities held by the Funds. However, Subadvisor shall be responsible for reviewing the prices of the Subadvisor Managed Assets used to value the Funds for reasonableness and notifying Advisor of any need to challenge a price provided by a pricing vendor. Upon request, Subadvisor will provide reasonable assistance to the Advisor's valuation committee or to the Funds' pricing agents invaluing securities held by a Fund. (f) At the reasonable request of Advisor, Subadvisor will participate in educational meetings with intermediaries or others about portfolio management and investment-related matters regarding the Funds. (g) Subadvisor makes no representations or warranties, express or implied, that any level of performance or investment results will be achieved by the Funds or that the Funds will perform comparably with any standard, including any other ~~specific policies adopted by~~ clients of Subadvisor or any index. (h) Subadvisor is responsible for ensuring that any transactions effected for the ~~Board~~ Subadvisor Managed Assets between Subadvisor and ~~disclosed~~ PWP or any other subadvisor engaged to ~~the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion~~ manage some of the ~~Fund represented by~~ assets of the ~~Allocated Assets~~ Funds ("Other Subadvisors") are consistent with the requirements of the Investment Company Act and with the ~~Subadviser is prohibited from directly or indirectly consulting~~ Funds' policy regarding Section 17 transactions, as provided to Subadvisor. Except with respect to PWP, Subadvisor will not consult with any ~~other subadviser for a portion~~ Other Subadvisors of the ~~Fund’s assets~~ Funds or other subadvisors to a series under common control with the Funds concerning ~~Fund~~ transactions of the Funds in securities or other assets. . (i) Subadvisor will not advise or act for the Funds inany legal proceedings, including bankruptcies or class actions, involving securities held in the Funds or issues of those securities, unless otherwise agreed. (j) The ~~Subadviser is authorized~~ Funds have claimed an exclusion from the definition of a Commodity Pool Operator pursuant to ~~give instructions~~ CFTC Rule 4.5 (the "CPO Exclusion") and Subadvisor shall not manage the Subadvisor Managed Assets in a manner that would cause any Fund to not qualify for the CPO Exclusion unless otherwise approved by the Advisor in writing. (k) In connection with collateral and margin requirements and short sale proceeds associated with transactions effected with respect to the ~~Allocated Assets to~~ Subadvisor Managed Assets, Subadvisor shall be responsible for moving subadvised assets into and out of any tri-party special custody accounts established by the ~~custodian~~ Funds. Advisor is responsible for establishing such tri-party special custody accounts and Subadvisor is responsible for the instruction of the ~~Fund as~~ collateral movement to ~~deliveries of securities~~ and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of from such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) The Subadviser will monitor the security valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser will notify TAM promptlyaccounts. In addition, ~~the Subadviser~~ Subadvisor will be ~~available to consult~~ responsible for posting margin for the Funds out of the Subadvisor Managed Assets in compliance with ~~TAM in~~ Rule 17f-6 under the ~~event~~ Investment Company Act. Advisor's administrative agent and not Subadvisor is responsible for the calculation of ~~a pricing problem~~ asset coverage and ~~to participate in the Trust’s Valuation Committee meetings. For the avoidance of doubt, this paragraph shall not impose~~ segregating liquid assets on the ~~Subadviser~~ Funds' books for purposes of compliance with Section 18 of the Investment Company Act and the guidance and interpretation of the staff of the SEC. Subadvisor is responsible for monitoring the Subadvisor Managed Assets to ensure the adequacy of eligible collateral and will take any ~~duty~~ necessary action to ~~monitor and evaluate~~ resolve any deficiencies as promptly as practicable under the ~~daily prices supplied by the Fund’s third party pricing service provider~~circumstances.

Appears in 1 contract

Sources: Investment Subadvisory Agreement (American Century Capital Portfolios Inc)

Common use of Subadvisory Services Clause in Contracts