GROWTH PORTFOLIO
PORTFOLIO MANAGER AGREEMENT
Agreement, made this 1st day of August, 1998, among The Palladian Trust (the
"Trust"), a Massachusetts business trust; Allmerica Financial Investment
Management Services, Inc. (the "Manager"), a Massachusetts corporation; and
Pilgrim Xxxxxx Analytic Investors, Inc. (the "Portfolio Manager"), a
California corporation.
WHEREAS, the Trust is a diversified, open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"); and
WHEREAS, the Manager and the Portfolio Manager are both registered as investment
advisers under the Investment Advisers Act of 1940; and
WHEREAS, the Trust is authorized to issue shares of beneficial interest in
separate portfolios with each such portfolio representing interests in a
separate portfolio of securities and other assets; and
WHEREAS, the Manager has entered into a management agreement with the Trust,
pursuant to which the Manager will provide, among other services, advice with
respect to the selection and monitoring of portfolio managers to handle the
day-to-day investment management of certain portfolios; and
WHEREAS, the Trust and the Manager desire to retain the Portfolio Manager to
provide investment advisory services to the Growth Portfolio of the Trust (the
"Portfolio"), and the Portfolio Manager is willing to render such services.
Therefore, the parties agree as follows:
1. APPOINTMENT. The Trust hereby appoints the Portfolio Manager to provide
investment advisory services with respect to the Portfolio for the period and on
the terms set forth in this Agreement, subject to the direction of the Board of
Trustees of the Trust (the "Board of Trustees"). The Portfolio Manager accepts
such appointment and agrees to render the services described herein for the
compensation provided in paragraph 13.
2. SERVICES OF THE PORTFOLIO MANAGER.
(a) Subject to the supervision of the Board of Trustees, the Portfolio
Manager will provide day-to-day investment management of the Portfolio. The
Portfolio Manager will provide investment research and conduct a continuous
program of evaluation, investment, sales, and reinvestment of the Portfolio's
assets by determining the securities and other investments that shall be
purchased, entered into, sold, closed, or exchanged for the Portfolio, when
these transactions should be executed, and what portion of the assets of the
Portfolio should be held in the various securities and other investments in
which it may invest. The Portfolio Manager is hereby authorized to execute and
perform such services on behalf of the Portfolio. To the extent permitted by the
investment policies of the Portfolio, the Portfolio Manager shall make decisions
for the Portfolio as to foreign currency matters and make determinations as to,
and execute and perform, foreign currency exchange contracts on behalf of the
Portfolio. The Portfolio Manager will provide the services under this Agreement
in accordance with the Portfolio's investment objective or objectives, policies,
and restrictions as stated in the Trust's registration statement under the
Securities Act of 1933 and the 1940 Act as filed with the Securities and
Exchange Commission ("SEC") and amended from time to time (the "Registration
Statement"). Manager shall promptly provide Portfolio Manager with the most
current effective version of such Registration Statement if any amendments
or supplements to the Registration Statement are filed with the SEC.
(b) The Portfolio Manager will use reasonable efforts to manage the
Portfolio so that it will (1) qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code and (2) comply with the
diversification requirements of Section 817(h) of the Internal Revenue Code
and regulations issued thereunder. In managing the Portfolio in accordance with
these requirements, the Portfolio Manager shall be entitled to receive and act
upon advice of counsel to the Trust or counsel to the Manager.
(c) On occasions when the Portfolio Manager deems the purchase or sale of
a security to be in the best interest of the Portfolio as well as any other
investment advisory clients, the Portfolio Manager may, to the extent permitted
by applicable laws and regulations, including, but not limited to Section 17(d)
of the 1940 Act, but shall not be obligated to, aggregate the securities to be
so sold or purchased with those of its other clients. In such event,
allocation of the securities so purchased or sold, as well as the expenses
incurred in the transaction, will be made by the Portfolio Manager in a manner
that is fair and equitable in the judgment of the Portfolio Manager in the
exercise of its fiduciary obligations to the Trust and to such other clients.
(d) In connection with the purchase and sale of securities for the
Portfolio, the Portfolio Manager will arrange for the transmission to the
custodian for the Trust on a daily basis, such confirmation, trade tickets, and
other documents and information as may be reasonably necessary to enable the
custodian to perform its administrative and recordkeeping responsibilities with
respect to the Portfolio. With respect to portfolio securities to be purchased
or sold through the Depository Trust Company, the Portfolio Manager will arrange
for the automatic transmission of the confirmation of such trades to the Trust's
custodian. The Portfolio Manager will provide to the Manager copies of the
documents and information sent to the custodian and the Depository Trust Company
as requested by the Manager.
(e) The Portfolio Manager will provide reasonable assistance to the
custodian or recordkeeping agent for the Trust in determining, consistent
with the procedures and policies stated in the Registration Statement, the
value of any portfolio securities or other assets of the Portfolio for which
the custodian or recordkeeping agent seeks assistance or review from the
Portfolio Manager.
(f) The Portfolio Manager shall regularly report to the Board of Trustees
on the investment program for the Portfolio, and will furnish the Board of
Trustees such periodic and special reports as the Board may reasonably request.
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(g) The Portfolio Manager shall make its officers and employees available
to the Board of Trustees, officers of the Trust, and officers of the Manager for
consultation and discussions regarding the investment program for the Portfolio
at such times as the Board of Trustees, Officers or Manager may reasonably
request.
3. BROKER-DEALER SELECTION. The Portfolio Manager is responsible for
decisions to buy and sell securities and other investments for the Portfolio,
broker-dealer selection, and negotiation of brokerage commission rates. The
Portfolio Manager's primary consideration in effecting a security transaction
will be to obtain the best execution for the Portfolio. Subject to such
policies as the Board of Trustees may determine and consistent with Section
28(e) of the Securities Exchange Act of 1934, the Portfolio Manager shall not
be deemed to have acted unlawfully or to have breached any duty created by
this Agreement or otherwise solely by reason of its having caused the
Portfolio to pay a broker-dealer for effecting a portfolio investment
transaction in excess of the amount of commission another broker-dealer would
have charged for effecting that transaction, if the Portfolio Manager
determines in good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services provided by such
broker-dealer, viewed in terms of either that particular transaction or the
Portfolio Manager's overall responsibilities with respect to the Portfolio
and to its other clients as to which it exercises investment discretion.
4. EMPLOYEES. In rendering the services required under this Agreement, the
Portfolio Manager may, from time to time, employ such person or persons as it
believes necessary to assist it in carrying out its obligations under this
Agreement. The Portfolio Manager shall be responsible for making reasonable
inquiries and for reasonably ensuring that:
(i) no employee of the Portfolio Manager who provides investment advice to
the Trust:
(a) has been convicted, in the last ten (10) years, of any felony or
misdemeanor arising out of conduct involving embezzlement, fraudulent
conversion, or misappropriation of funds or securities, or involving
violations of Sections 1341, 1342, or 1343 of Xxxxx 00, Xxxxxx Xxxxxx
Code; or
(b) has been found by any state regulatory authority, within the last ten
(10) years, to have violated or to have acknowledged violation of any
provision of any state insurance law involving fraud, deceit, or knowing
misrepresentation; or
(c) has been found by any federal or state regulatory authorities, within
the last ten (10) years, to have violated or to have acknowledged
violation of any provisions of federal or state securities laws involving
fraud, deceit, or knowing misrepresentation; and
(ii) no employee of the Portfolio Manager is ineligible by reason of
Section 9 of the 1940 Act to serve as an employee of an investment adviser
to an investment company.
5. CONFORMITY WITH APPLICABLE LAW. The Portfolio Manager, in the performance of
its duties and obligations under this Agreement, shall act in conformity with
the Registration Statement and with the instructions and directions of the Board
of Trustees and will conform to, and comply with, the requirements of the 1940
Act and all other applicable federal and state laws and regulations.
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6. EXCLUSIVITY. The services of the Portfolio Manager under this Agreement are
not deemed exclusive, and the Portfolio Manager, or any affiliate thereof, shall
be free to render similar services to other investment companies and other
clients and to engage in other activities, so long as its services hereunder are
not materially impaired thereby.
7. DOCUMENTS. The Trust has delivered copies of each of the following
documents to the Portfolio Manager and will promptly deliver to it all future
amendments and supplements thereto, if any:
(a) the Trust's Declaration of Trust and its by-laws;
(b) the Registration Statement; and
(c) the prospectus and statement of additional information of the Trust as
currently in effect and as amended and supplemented from time to time.
8. RECORDS. The Portfolio Manager agrees to maintain and to preserve records
relating to the Trust as required by the 1940 Act. The Portfolio Manager further
agrees that all records which it maintains for the Trust are the property of the
Trust and it will promptly surrender any of such records upon request.
9. DISCLOSURE BY PORTFOLIO MANAGER. The Portfolio Manager will not
disclose or use any records or information obtained pursuant to this
Agreement (excluding investment research and investment advice) in any manner
whatsoever except as required to carry out its duties as investment adviser
or in the ordinary course of business in connection with placing orders for
the purchase and sale of securities, and will keep confidential any
information obtained from the Trust pursuant to this Agreement, and disclose
such information only if the Board of Trustees has authorized such
disclosure, or if such disclosure is expressly required by applicable federal
or state law or regulations or regulatory authorities having the requisite
authority.
10. DISCLOSURE ABOUT PORTFOLIO MANAGER. The Portfolio Manager will cooperate
with the Trust and the Manager by providing and reviewing information relating
to the Portfolio Manager and the Portfolio for use in the Registration
Statement, shareholder reports and other documents. The Portfolio Manager
represents and warrants that it is a duly registered investment adviser under
the Investment Advisers Act of 1940 and a duly registered investment adviser in
all states in which the Portfolio Manager is required to be registered.
11. COMPLIANCE. The Portfolio Manager agrees that it shall promptly notify
the Manager and the Trust in the event that:
(a) the SEC has censured the Portfolio Manager; placed limitations upon
its activities, functions or operations; suspended or revoked its registration
as an investment adviser; or commenced proceedings or an investigation that may
result in any of these actions; or
(b) the Portfolio Manager has a reasonable basis for believing that the
Portfolio has ceased to qualify or might not qualify as a regulated investment
company under Subchapter M of the Internal Revenue Code; or
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(c) the Portfolio Manager has a reasonable basis for believing that the
Portfolio has ceased to comply or might not comply with the diversification
provisions of Section 817(h) of the Internal Revenue Code or the regulations
thereunder; or
(d) the Portfolio Manager has actual knowledge that a material fact
that is not contained in the Registration Statement or prospectus for the
Trust, or any amendment or supplement thereto, or that any statement
contained therein that has become untrue or misleading in any material
respect.
12. EXPENSES. During the term of this Agreement, the Portfolio Manager will
pay all expenses incurred by it in connection with its activities under this
Agreement, including all rent and other expenses involved in providing office
space and equipment required by the Portfolio Manager and the salaries and
expenses of all personnel of the Portfolio Manager. The Portfolio Manager
further agrees to pay all salaries, fees and expenses of any officer or
trustee of the Trust who is an officer, director or employee of the Portfolio
Manager or any of its affiliates. Nothing in this Agreement shall require the
Portfolio Manager to bear the expenses of the Trust or Manager, including but
not limited to the following expenses:
(a) Fees of the Manager;
(b) Charges for audits by the Trust's independent public accountants;
(c) Charges of the Trust's transfer agent, registrar, and/or dividend
disbursing agent;
(d) Charges of the Trust's custodian and/or accountant;
(e) Costs of obtaining quotations for calculating the value of each
Portfolio's net assets;
(f) Costs of maintaining the Trust's tax records;
(g) Salaries and other compensation of any of the Trust's executive
officers and employees, if any, who are not officers, directors, or employees of
the Portfolio Manager or any of its affiliates;
(h) Taxes levied against the Trust;
(i) Brokerage fees and commissions in connection with the purchase and
sale of portfolio securities for the Trust;
(j) Costs, including the interest expense, of borrowing by the Trust;
(k) Costs and/or fees incident to meetings of the Trust's shareholders,
the preparation and mailings of prospectuses, reports, proxy statements and
other communications by the Trust to its shareholders, the filing of reports
with regulatory bodies, the maintenance of the Trust's existence, and the
registration of shares with federal and state securities or insurance
authorities;
(l) The Trust's legal fees, including the legal fees related to the
registration and continued qualification of the Trust's shares for sale;
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(m) Costs of printing stock certificates representing shares of the Trust;
(n) Trustees' fees and expenses of Trustees who are not officers,
directors, or employees of the Portfolio Manager or any affiliates;
(o) Trust's pro rata portion of the fidelity bond required by Section
17(g) of the 1940 Act, or other insurance premiums;
(p) Membership dues for any association of which the Trust is a member;
(q) Extraordinary expenses of the Trust as may arise, including expenses
incurred in connection with litigation, proceedings, other claims against the
Trust (unless the Portfolio Manager is responsible for such expenses under
paragraph 14 of this Agreement), and the legal obligations of the Trust to
indemnify its trustees, officers, employees, shareholders, distributors, and
agents with respect to such claims; and
(r) Organizational and offering expenses of the Trust and, if applicable,
reimbursement (with interest) of underwriting discounts and commissions.
13. COMPENSATION.
(a) For the services provided and the expenses borne by the Portfolio
Manager pursuant to this Agreement, the Trust will pay the Portfolio Manager 80%
of the Initial Monthly Advisory Fee or the Monthly Advisory Fee, as those terms
are defined in this paragraph, whichever is applicable.
(b) For the period beginning with the effective date of this Agreement and
ending with the last day of the twelfth full calendar month thereafter, the
Portfolio will pay at the end of each month, an advisory fee calculated at an
annual rate of 0.80% of the Portfolio's average daily net assets (the "Initial
Monthly Advisory Fee").
(c) For the period beginning with the first day of the thirteenth full
calendar month after the effective date of this Agreement and continuing through
the remainder of the term of this Agreement, the Portfolio will pay at the end
of each month, an advisory fee (the "Monthly Advisory Fee"). The Monthly
Advisory Fee equals the Basic Fee (as defined in paragraph 13(d) below) plus the
Incentive Fee (as defined in paragraph 13(e) below) and adjusted, if so
required, by paragraph 13(h) below.
(d) The Basic Fee equals one-twelfth of 2% multiplied by the Portfolio's
average daily net assets for the previous 12 months (including the month for
which the fee is being calculated).
(e) The Incentive Fee equals: (i) one-twelfth of the Annual Incentive Fee
set forth in the chart below based on the difference between the Performance of
the Portfolio and the Performance of the Benchmark, as those terms are defined
in paragraphs 13(f) and 13(g) below; (ii) multiplied by the Portfolio's average
daily net assets for the previous 12 months (including the month for which the
fee is being calculated).
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Percentage Point Difference Between Performance of the Annual
Portfolio and Performance of the Benchmark Incentive
Fee (%)
--------------------------------------------------------------------------------
+7.5 or greater 2.0%
--------------------------------------------------------------------------------
+6.0 or greater, but less than +7.5 1.5
--------------------------------------------------------------------------------
+4.5 or greater, but less than +6.0 1.0
--------------------------------------------------------------------------------
+3.0 or greater, but less than +4.5 0.5
--------------------------------------------------------------------------------
+1.5 or greater, but less than +3.0 0.0
--------------------------------------------------------------------------------
0.0 or greater, but less than +1.5 -0.5
--------------------------------------------------------------------------------
-1.5 or greater, but less than 0.0 -1.0
--------------------------------------------------------------------------------
-3.0 or greater, but less than -1.5 -1.5
--------------------------------------------------------------------------------
Less than -3.0 -2.0
--------------------------------------------------------------------------------
(f) The Performance of the Portfolio will be calculated by first
determining the change in the Portfolio's net asset value per share during the
previous twelve months (including the month for which the fee is being computed)
assuming the reinvestment of distributions during that period, and then
expressing this amount as a percentage of the net asset value per share at the
beginning of the period. Net asset value per share is calculated by dividing the
value of the securities held by the Portfolio plus any cash or other assets
minus all liabilities including accrued advisory fees and the other expenses, by
the total number of shares outstanding at the time. The Performance of the
Portfolios shall be calculated in accordance with SEC rules.
(g) The Performance of the Benchmark will be calculated by first
determining the change in the level of the Benchmark during the previous twelve
months (including the month for which the fee is being computed) plus the value
of any cash dividends or distributions made by the companies whose securities
comprise the Benchmark accumulated to the end of the period, and then expressing
this amount as a percentage of the Benchmark at the beginning of the period. The
Performance of the Benchmark shall be calculated in accordance with SEC rules.
The Benchmark is the Standard & Poors 500 Index. If the Benchmark ceases to be
published, changes in any material respect or otherwise becomes impracticable to
use for purposes of the Incentive Fee, the Monthly Advisory Fee will equal the
Basic Fee (with no incentive adjustment) until such time as the Board of
Trustees approves a substitute Benchmark.
(h) Notwithstanding paragraphs 13(a)-13(g) above, if the Performance of a
Portfolio (minus payment of all expenses, including the Basic Fee and any
Incentive Fee) is negative and does not exceed the Performance of the Benchmark
by six percentage points, then the Monthly Advisory Fee will equal zero.
Notwithstanding paragraphs 13(a)-13(g) above, if the Performance of a Portfolio
(minus payment of all expenses, including the Basic Fee and any Incentive Fee)
is negative, exceeds the Performance of the Benchmark by six percentage points,
but does not exceed the Performance of the Benchmark by twelve percentage
points, then the Monthly
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Advisory Fee will not be greater than one-twelfth of 1% of the Portfolio's
average daily net assets for the previous 12 months (including the month for
which the fee is being calculated). Notwithstanding paragraphs 13(a)-13(g)
above, if the Performance of a Portfolio (minus payment of all expenses,
including the Basic Fee and any Incentive Fee) is negative and exceeds the
Performance of the Benchmark by twelve percentage points, then the Monthly
Advisory Fee will not be greater than one-twelfth of 2% of the Portfolio's
average daily net assets for the previous 12 months (including the month for
which the fee is being calculated).
14. LIABILITY AND INDEMNIFICATION. The Portfolio Manager, the Manager and the
Trust each may rely on information reasonably believed by it to be accurate and
reliable. The Portfolio Manager shall not be liable to the Trust or its
shareholders for any loss suffered by the Trust as the result of any negligent
act or error of judgment of the Portfolio Manager in connection with the matters
to which this Agreement relates, except a loss resulting from a breach by the
Portfolio Manager of its fiduciary duty with respect to the receipt of
compensation for services (in which case any award of damages shall be limited
to the period and the amount set forth in Section 36(b)(3) of the 0000 Xxx) or
loss resulting from willful misfeasance, bad faith or gross negligence on its
part in the performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement. The Trust shall indemnify the
Portfolio Manager and hold it harmless from all cost, damage and expense,
including reasonable expenses for legal counsel, incurred by the Portfolio
Manager resulting from actions for which it is relieved of responsibility by
this paragraph. The Portfolio Manager shall indemnify the Trust and hold it
harmless from all cost, damage and expense, including reasonable expenses for
legal counsel, incurred by the Trust resulting from (i) a breach by the
Portfolio Manager of its fiduciary duty with respect to compensation for
services paid by the Trust (in which case any award of damages shall be limited
to the period and the amount set forth in Section 36(b)(3) of the 1940 Act);
(ii) willful misfeasance, bad faith or gross negligence by the Portfolio Manager
in the performance of its duties under this Agreement; or (iii) reckless
disregard by the Portfolio Manager of its obligations and duties under this
Agreement.
15. CONTINUATION AND TERMINATION. This Agreement shall take effect on the date
first written above, and shall continue in effect, unless sooner terminated as
provided herein, for 119 days thereafter, and provided that the Agreement is
approved by a majority of the outstanding voting shares of the Portfolio by the
end of such 119th day, shall continue for two years from the date of this
Agreement and shall continue from year to year thereafter so long as such
continuance is specifically approved at least annually (i) by the vote of a
majority of the Board of Trustees; or (ii) by vote of a majority of the
outstanding voting shares of the Portfolio; provided, further, in either event
that continuance is also approved by the vote of a majority of the Board of
Trustees who are not parties to this Agreement or "interested persons" (as
defined in the 0000 Xxx) of the Trust, the Manager or the Portfolio Manager cast
in person at a meeting called for the purpose of voting on such approval. This
Agreement may be terminated (i) by the Trust at any time, without the payment of
any penalty, by vote of a majority of the entire Board of Trustees or by a vote
of a majority of the outstanding voting shares of the Portfolio, on sixty (60)
days' written notice to the Manager and the Portfolio Manager, (ii) by the
Manager at any time, without the payment of any penalty, on ninety (90) days'
written notice to the Trust and the Portfolio Manager, or (iii) by the Portfolio
Manager at any time, without the payment of any penalty, on ninety (90) days'
written notice to the Trust and the Manager. This Agreement will automatically
and immediately terminate in the event of its "assignment" (as defined in the
1940 Act).
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16. INDEPENDENT CONTRACTOR. The Portfolio Manager shall for all purposes herein
be deemed to be an independent contractor and shall, unless otherwise expressly
provided herein or authorized by the Board of Trustees from time to time, have
no authority to act for or represent the Trust in any way or otherwise be deemed
its agent.
17. USE OF NAME. It is understood that the words "Palladian," "Fulcrum Fund" and
"Fulcrum Trust", any derivative thereof and any design associated with those
words (collectively, the "Words and Designs") are the valuable property of the
Trust, and that the Portfolio Manager shall have the right to use the Words and
Designs only with the approval of the Trust. Upon termination of this Agreement,
the Portfolio Manager shall promptly discontinue all use of the Words and
Designs.
18. SALES LITERATURE. The Manager agrees to furnish to the Portfolio Manager all
sales literature which refers to the Portfolio Manager prior to use thereof and
not to use such sales literature if the Portfolio Manager reasonably objects in
writing five business days (or such other time as may be mutually agreed) after
receipt thereof. Sales literature may be furnished to the Portfolio Manager by
first class mail, overnight delivery service, facsimile transmission equipment,
or hand delivery.
19. NOTICE. Notices of any kind to be given to the Trust shall be in writing
and shall be duly given if sent by first class mail or delivered to the Trust
at 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000, or at such other address or to
such individual as shall be specified by the Trust (with proper notice to the
Manager and the Portfolio Manager). Notices of any kind to be given to the
Manager shall be in writing and shall be duly given if sent by first class
mail or delivered to the Manager at 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000,
or at such other address or to such individual as shall be specified by the
Manager (with proper notice to the Trust and the Portfolio Manager). Notices
of any kind to be given to the Portfolio Manager shall be in writing and
shall be duly given if sent by first class mail or delivered to the Portfolio
Manager at 000 Xxxxxxxxx Xxxx, Xxxxx, XX 00000, or at such other address or
to such individual as shall be specified by the Portfolio Manager (with
proper notice to the Trust and the Manager).
20. OBLIGATION. A copy of the Trust's Agreement and Declaration of Trust is on
file with the Secretary of the Commonwealth of Massachusetts. Notice is hereby
given that this Agreement has been executed on behalf of the Trust by a trustee
of the Trust in his or her capacity as trustee and not individually. The
obligations of this Agreement shall only be binding upon the assets and property
of the Trust and shall not be binding upon any trustee, officer, or shareholder
of the Trust individually.
21. COUNTERPARTS. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original.
22. APPLICABLE LAW. This Agreement shall be governed by the laws of
Massachusetts, provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act, the Investment Advisers Act of 1940, or any
rules or order of the SEC thereunder.
23. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby
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and, to this extent, the provisions of this Agreement shall be deemed to be
severable.
24. CAPTIONS. The captions of this Agreement are included for convenience only
and in no way define or limit any of the provisions hereof or otherwise affect
their construction or effect.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below on the day and year first above
written.
The Palladian Trust
By:
-------------------------------- --------------------------------
Attest Xxxxxx X. Xxxx
Secretary
Allmerica Financial Investment
Management Services, Inc.
By:
-------------------------------- --------------------------------
Attest Name:
Title:
Pilgrim Xxxxxx Analytic
Investors, Inc.
By:
-------------------------------- --------------------------------
Attest Name:
Title:
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