INTERIM SUB-ADVISORY AGREEMENT
INTERIM SUB-ADVISORY AGREEMENT, dated as of December 11, 2003, between
Xxxxx Asset Management, Inc. (the "Adviser"), and Padco Advisors, Inc. d/b/a
Rydex Global Advisors (the "Sub Adviser").
WHEREAS, Access Portfolio Management, LLC (the "Manager") acts as an
investment adviser to several series of Access Variable Insurance Trust, an Ohio
business trust (the "Trust"), pursuant to a Management Agreement dated as of May
1, 2003 (the "Management Agreement");
WHEREAS, the Trust is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Manager has retained the Adviser pursuant to a Sub-Advisory
Agreement dated as of May 1, 2003, to render investment advisory services to the
Xxxxx S&P REIT Index Portfolio (the "Portfolio"), a series of shares of
beneficial interest of the Trust, and the Adviser is willing to render such
services;
WHEREAS, the Adviser retained the Sub-Adviser to render investment advisory
services to the Portfolio, pursuant to a Sub-Advisory Agreement dated as of May
1, 2003, and said Sub-Advisory Agreement has automatically terminated as a
result of a change of control of the Sub-Adviser; and
WHEREAS, the Board of Trustees of the Trust has approved this Interim
Agreement in order that the Sub-Adviser may continue to manage the Portfolio
until a new Sub-Advisory Agreement can be approved by the Board of Trustees and
the shareholders of the Portfolio;
NOW, THEREFORE, in consideration of the premises and mutual agreements
hereinafter set forth, the parties hereto agree as follows:
1. Appointment as Sub-Adviser. The Adviser hereby appoints the Sub-Adviser
as the discretionary portfolio manager of the Portfolio, on the terms and
conditions set forth herein.
2. Acceptance of Appointment; Standard of Performance. The Sub-Adviser
accepts the appointment as the discretionary portfolio manager and agrees to
make reasonable investment decisions for the Portfolio in accordance with the
provisions of this agreement. The Sub-Adviser accepts such appointment and
agrees to render the services herein set forth, for the compensation herein
provided. The Sub-Adviser shall for all purposes herein be deemed to be an
independent contractor of the Manager, Adviser and the Trust and shall, unless
otherwise expressly provided herein or authorized by the Adviser or the Board of
Trustees of the Trust from time to time, have no authority to act for or
represent the Adviser or the Trust in any way or otherwise be deemed an agent of
the Adviser or the Trust.
3. Portfolio Management Services of Sub-Adviser. Subject to the general
supervision of the Trust's Board of Trustees (the "Board"), the Manager, and the
Adviser, the Sub-Adviser shall, employing its discretion, manage the investment
operations of the Portfolio and the composition of the portfolio of securities
and investments (including cash) belonging to the Portfolio, including the
purchase, retention and disposition thereof, in accordance with the Portfolio's
investment objective, policies and restrictions as stated in the Portfolio's
then-current Prospectus and Statement of Additional Information (together, the
"Prospectus") and subject to the following understandings:
A. The Sub-Adviser shall furnish a continuous investment program for the
Portfolio and determine from time to time what investments or securities will be
purchased, retained or sold by the Portfolio and what portion of the assets
belonging to the Portfolio will be invested or held uninvested as cash;
B. The Sub-Adviser, in the performance of its duties and obligations under
this Agreement for the Portfolio, shall act in conformity with the Trust's
Declaration of Trust, its By-Laws and the Portfolio's Prospectus and with the
reasonable instructions and directions of the Trust's Board of Trustees and the
Sub-Adviser, and will conform to and comply with the requirements of the 1940
Act and all other applicable federal and state laws and regulations;
C. The Sub-Adviser shall determine the securities to be purchased or sold
by the Portfolio and will place portfolio transactions pursuant to its
determinations either directly with the issuer or with any broker and/or dealer
in such securities, subject to Section 5 below;
D. The Sub-Adviser shall render to the Sub-Adviser and the Trust's Board of
Trustees such periodic and special reports as the Sub-Adviser or the Board may
reasonably request;
E. The Sub-Adviser shall provide the Trust's custodian on each business day
with information about Portfolio securities transactions, and with such other
information relating to the Trust as may be required under the terms of the
then-current custody agreement between the Trust and the custodian;
F. The Sub-Adviser agrees to respond promptly to reasonable requests from
the Adviser or the Portfolio's fund accountant for assistance in obtaining price
sources for securities held by the Portfolio or determining a price when a price
source is not available and to promptly notify the Portfolio's fund accountant
if the Sub-Adviser becomes aware of facts or circumstances which indicate to the
Sub-Adviser that the last available sale price does not reflect the current
market value of a security;
G. The Sub-Adviser agrees to maintain adequate compliance procedures to
ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as
amended, and other applicable federal and state regulations; and
H. The Sub-Adviser shall maintain on behalf of the Portfolio the records
listed in Schedule A hereto (as amended from time to time). At the Trust's
reasonable request, the Sub-Adviser will consult with the Adviser with respect
to any decision made by it with respect to the investments of the Portfolio.
4. Investment Objectives, Policies And Restrictions. The Trust will provide
the Sub-Adviser with the statement of investment objectives, policies and
restrictions applicable to the Portfolio as contained in the Portfolio's
registration statement under the Act and the Securities Act of 1933, and any
instructions adopted by the Board of Trustees supplemental thereto. The Trust
will provide the Sub-Adviser with such further information concerning the
investment objectives, policies and restrictions applicable thereto as the
Sub-Adviser may from time to time reasonably request. The Trust retains the
right on (60) days prior written notice to the Sub-Adviser from the Trust or the
Adviser, to modify any such objectives, policies or restrictions in any manner.
5. Allocation Of Brokerage. The Sub-Adviser shall have the authority and
discretion to select brokers and dealers to execute portfolio transactions
initiated by the Sub-Adviser and to select the markets on or in which the
transactions will be executed.
A. In doing so, the Sub-Adviser will give primary consideration to securing
the best execution, taking into account such factors as price (including the
applicable brokerage commission or dealer spread), the execution capability,
financial responsibility and responsiveness of the broker or dealer and the
brokerage and research services provided by the broker or dealer. Consistent
with this policy, the Sub-Adviser may select brokers or dealers who also provide
brokerage and research services (as those terms are defined in Section 28 (e) of
the Securities Exchange Act of 1934) to the other accounts over which it
exercises investment discretion. It is understood that it is desirable for the
Portfolio that the Sub-Adviser have access to supplemental investment and market
research and security and economic analyses provided by certain brokers who may
execute brokerage transactions at a higher commission to the Portfolio than may
result when allocating brokerage to other brokers on the basis of seeking the
lowest commission. Therefore, the Sub-Adviser is authorized to place orders for
the purchase and sale of securities for the Portfolio with such certain brokers,
subject to review by the Trust's Board of Trustees from time to time with
respect to the extent and continuation of this practice, provided that the
Sub-Adviser determines in good faith that the amount of the commission is
reasonable in relation to the value of the brokerage and research services
provided by the executing broker and dealer. The determination may be viewed in
terms of either a particular transaction or the Sub-Adviser's overall
responsibilities with respect to the Portfolio and to the other accounts over
which it exercises investment discretion. It is understood that although the
information may be useful to the Trust and the Sub-Adviser, it is not possible
to place a dollar value on such information. Consistent with the Conduct Rules
of the National Association of Securities Dealers, Inc., and subject to seeking
best execution, the Sub-Adviser may give consideration to sales of shares of the
Portfolio as a factor in its selection of brokers and dealers to execute
portfolio transactions of the Portfolio.
On occasions when the Sub-Adviser deems the purchase or sale of a security
to be in the best interest of the Portfolio as well as other clients, the
Sub-Adviser, to the extent permitted by applicable laws and regulations, may,
but shall be under no obligation to, aggregate the securities to be sold or
purchased in order to obtain the most favorable price or lower brokerage
commissions and efficient execution. In such event, allocation of the securities
so purchased or sold, as well as expenses incurred in the transaction, will be
made by the Sub-Adviser in the manner it considers to be the most equitable and
consistent with its fiduciary obligations to the Trust and to such other
clients.
For each fiscal quarter of the Trust, the Sub-Adviser shall prepare and
render reports to the Adviser and the Trust's Board of Trustees of the total
brokerage business placed and the manner in which the allocation has been
accomplished. Such reports shall set forth at a minimum the information required
to be maintained by Rule 31a-1(b) (9) under the Act.
B. The Sub-Adviser agrees that it will not execute any portfolio
transactions for the Portfolio's account with a broker or dealer which is an
"affiliated person" (as defined in the Act) of the Trust, the Manager, the
Adviser, the Sub-Adviser or any portfolio manager of the Trust without the prior
written approval of the Trust. The Trust agrees that it will provide the
Sub-Adviser with a list of brokers and dealers which are "affiliated persons" of
the Trust and the Manager, and the Adviser agrees that it will provide the
Sub-Adviser with a list of brokers and dealers which are "affiliated persons" of
the Adviser.
6. Transaction Procedures. All transactions will be consummated by payment
to or delivery by the Portfolio's custodian (the "Custodian"), or such
depositories or agents as may be designated by the Custodian in writing, as
custodian for the Portfolio, of all cash and/or securities due to or from the
Portfolio, and the Sub-Adviser shall not have possession or custody thereof. The
Sub-Adviser shall advise the Custodian and confirm in writing to the Trust all
investment orders for the Portfolio placed by it with brokers and dealers. The
Sub-Adviser shall issue to the Custodian such instructions as may be appropriate
in connection with the settlement of any transaction initiated by the
Sub-Adviser. It shall be the responsibility of the Sub-Adviser to take
appropriate action if the Custodian fails to confirm in writing proper execution
of the instructions.
7. Proxies. The Sub-Adviser will vote all proxies solicited by or with
respect to the issuers of securities in which assets of the Portfolio may be
invested from time to time. Such proxies will be voted in a manner deemed by the
Sub-Adviser, in good faith, to be in the best interests of the Portfolio. The
Sub-Adviser shall deliver to the Trust a copy of the Sub-Adviser's proxy voting
policy as effective from time to time.
8. Reports to the Sub-Adviser. The Trust will provide the Sub-Adviser with
such periodic reports concerning the status of the Portfolio as the Sub-Adviser
may reasonably request.
9. Fees For Services.
A. For the services provided to the Portfolio, the Adviser (not the
Portfolio) shall pay the Sub-Adviser a quarterly fee calculated as provided
in paragraph (b) below. Pursuant to the provisions of the Advisory
Agreement between the Manager and the Adviser, the Adviser is solely
responsible for the payment of fees to the Sub-Adviser, and the Sub-Adviser
agrees to seek payment of the Sub-Adviser's fees solely from the Adviser.
The Sub-Adviser agrees to pay the compensation of any persons rendering any
services to the Portfolio who are officers, directors or employees of the
Sub-Adviser.
B. The Sub-Adviser's fee (the "Fee") shall be determined as follows:
(i) The Adviser shall calculate a total quarterly fee (the "Total
Quarterly Fee") equal to an annualized rate of .20% of the value of
the Aggregated Portfolio's average daily net assets up to
$100,000,000, .15% of such assets from $100,000,000 to $500,000,000
and .10% of such assets in excess of $500,000,000. For the purposes of
the preceding sentence, "Aggregated Portfolios" shall mean the value
of the Portfolio plus the value of Xxxxx S&P REIT Index Fund, a series
of the Xxxxx Family of Real Estate Funds that is also sub-advised by
the Sub-Adviser (the "Xxxxx Fund").
(ii) The Adviser acknowledges that, pursuant to the terms of that
certain Sub-Advisory Agreement by and between the Adviser and the
Sub-Adviser dated May 1, 2001 related to the Xxxxx Fund, the Adviser
pays the Sub-Adviser a fee (the "Xxxxx Fee") calculated in accordance
with Section 9 thereof.
(iii) The Sub-Adviser's Fee under this Agreement shall be equal
to the Total Quarterly Fee minus the Xxxxx Fee for the same period;
provided, however, that the Fee shall not be less than $0.
10. Other Investment Activities of the Sub-Adviser. The Trust acknowledges
that the Sub-Adviser or one or more of its affiliates may have investment
responsibilities or render investment advice to or perform other investment
advisory services for other individuals or entities and that the Sub-Adviser,
its affiliates or any of its or their directors, officers, agents or employees
may buy, sell or trade in any securities for its or their respective accounts
("Affiliated Accounts"). Subject to the provisions of paragraph 2 hereof, the
Trust agrees that the Sub-Adviser or its affiliates may give advice or exercise
investment responsibility and take such other action with respect to other
Affiliated Accounts which may differ from the timing or nature of action taken
with respect to the Portfolio, provided that the Sub-Adviser acts in good faith,
and provided further, that it is the Sub-Adviser's policy to allocate, within
its reasonable discretion, investment opportunities to the Portfolio over a
period of time on a fair and equitable basis relative to the Affiliated
Accounts, taking into account the investment objectives and policies of the
Portfolio and any specific investment restrictions applicable thereto. The Trust
acknowledges that one or more of the Affiliated Accounts may at the time hold,
acquire, increase, decrease, dispose of or otherwise deal with positions in
investments in which the Portfolio may have an interest from time to time,
whether in transactions which involve the Portfolio or otherwise. The
Sub-Adviser shall have no obligation to acquire for the Portfolio a position in
any investment which any Affiliated Account may acquire, and the Trust shall
have no first refusal, co-investment or other rights in respect of any such
investment, either for the Portfolio or otherwise.
11. Certificate of Authority. The Trust, the Adviser and the Sub-Adviser
shall furnish to each other from time to time certified copies of the
resolutions of their Board of Trustees or Board of Directors or executive
committees, as the case may be, evidencing the authority of officers and
employees who are authorized to act on behalf of the Trust, the Portfolio, the
Adviser and/or the Sub-Adviser.
12. Indemnification.
A. Neither the Sub-Adviser nor its shareholders, members, officers,
directors, employees, agents, control persons or affiliates of any thereof,
shall be liable to the Adviser for any error of judgment or mistake of law or
for any loss suffered by the Portfolio, the Manager or the Adviser in connection
with the matters to which this Agreement relates except a loss resulting from a
breach of 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 a 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. Any person, even though also a director,
officer, employee, shareholder, member or agent of the Sub-Adviser, who may be
or become an officer, director, or trustee of the Trust, shall be deemed, when
rendering services to the Trust or acting on any business of the Trust (other
than services or business in connection with the Sub-Adviser's duties
hereunder), to be rendering such services to or acting solely for the Trust and
not as a director, officer, employee, shareholder, member or agent of the
Sub-Adviser, or one under the Sub-Adviser's control or direction, even though
paid by the Sub-Adviser.
B. The Adviser will indemnify the Sub-Adviser and its directors, officers,
employees and agents ("Sub-Adviser Parties") against and hold the Sub-Adviser
Parties harmless from any and all losses, claims, damages, liabilities or
expenses (including reasonable counsel fees and expenses) arising from any
claim, demand, action, or suit which results from any claim, demand, action or
suit which results from the Adviser Parties' (as such term is defined in
paragraph "B" below) willful misfeasance, bad faith, gross negligence or
reckless disregard of the Adviser's obligations and duties under this Agreement.
C. The Sub-Adviser will indemnify the Adviser and each of its directors,
trustees, officers, members, employees and agents ("Adviser Parties") against
and hold the Adviser Parties harmless from any and all losses, claims, damages,
liabilities or expenses (including reasonable counsel fees and expenses) arising
from any claim, demand, action or suit which results from the Sub-Adviser
Parties' willful misfeasance, bad faith, gross negligence or reckless disregard
of the Sub-Adviser's obligations and duties under this Agreement.
D. The obligations of the parties under this paragraph shall survive the
termination of this Agreement. Nothing in this paragraph 12 shall be construed
in a manner inconsistent with Sections 17(h) and (i) of the Act.
13. Confidentiality. Subject to the duty of the Sub-Adviser and the Adviser
to comply with applicable law, including any demand of any regulatory or taxing
authority having jurisdiction, the parties hereto shall treat as confidential
all information pertaining to the Portfolio and the actions of the Sub-Adviser
in respect thereof.
14. Assignment. No assignment of this Agreement shall be made by the
Sub-Adviser, and this Agreement shall terminate automatically in the event of
such assignment. The Sub-Adviser shall notify the Trust and the Adviser in
writing sufficiently in advance of any proposed change of control, as defined in
Section 2 (a) (9) of the Act, as will enable the Trust and the Adviser to
consider whether an assignment will occur, and to take the steps necessary to
enter into a new contract with the Sub-Adviser.
15. Representations, Warranties And Agreements of the Trust. The Trust
represents, warrants and agrees that:
A. The Sub-Adviser has been duly appointed by the Board of Trustees of the
Trust to provide investment services to the Portfolio as contemplated hereby.
B. The Trust will deliver to the Sub-Adviser a true and complete copy of
its then current prospectus and statement of additional information as effective
from time to time and such other documents or instruments governing the
investments of the Portfolio and such other information as is necessary for the
Sub-Adviser to carry out its obligations under this Agreement.
C. The Trust is currently in compliance and shall at all times comply with
the requirements imposed upon the Trust by applicable laws and regulations.
16. Representations, Warranties and Agreements of the Sub-Adviser. The
Sub-Adviser represents, warrants and agrees that:
A. The Sub-Adviser is registered as an "investment adviser" under the
Investment Advisers Act of 1940.
B. The Sub-Adviser will maintain, keep current and preserve on behalf of
the Trust, in the manner and for the time periods required or permitted by the
Act, the records identified in Schedule A. The Sub-Adviser agrees that such
records are the property of the Trust, and will be surrendered to the Trust
promptly upon request.
C. The Sub-Adviser will complete such reports concerning purchases or sales
of securities on behalf of the Portfolio as the Adviser or the Trust may from
time to time require to ensure compliance with the Act, the Internal Revenue
Code of 1986 and applicable state securities laws.
D. The Sub-Adviser has adopted a written code of ethics complying with the
requirements of Rule 17j-1 under the Act and will provide the Trust with a copy
of the code of ethics and evidence of its adoption. Within forty-five (45) days
of the end of the last calendar quarter of each year while this Agreement is in
effect, the President or a Vice President of the Sub-Adviser shall certify to
the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1
during the previous year and that there has been no violation of the
Sub-Adviser's code of ethics or, if such a violation has occurred, that
appropriate action was taken in response to such violation. Upon the written
request of the Trust, the Sub-Adviser shall submit to the Trust the reports
required to be made to the Sub-Adviser by Rule 17j-1 (c) (1).
E. The Sub-Adviser will immediately notify the Trust and the Adviser of the
occurrence of any event which would disqualify the Sub-Adviser from serving as
an investment adviser of an investment company pursuant to Section 9(a) of the
Act or otherwise.
17. Amendment. This Agreement may be amended at any time, but only by
written agreement between the Sub-Adviser, the Adviser and the Trust, which
amendment, other than amendments to Schedule A, is subject to the approval of
the Board of Trustees and the shareholders of the Portfolio in the manner
required by the Act and the rules thereunder, subject to any applicable
exemptive order of the Securities and Exchange Commission modifying the
provisions of the Act with respect to approval of amendments to this Agreement.
18. Effective Date; Term. The term of this Agreement shall begin as of the
date of this Agreement, and this Agreement shall continue in full force and
effect until the earlier of (i) 150 days from the date of this Agreement or (ii)
until a new Sub-Advisory Agreement between the Adviser and the Sub-Adviser is
approved by the vote of a majority of the Trustees who are not interested
persons of the Trust, the Adviser or the Sub-Adviser, cast in person at a
meeting called for the purpose of voting on such approval, by a vote of the
Board of Trustees and by a vote of a majority of the outstanding voting
securities of the Portfolio.
19. Termination. This Agreement may be terminated by any party hereto,
without the payment of any penalty, immediately upon written notice to the other
in the event of a breach of any provision thereof by the party so notified, or
otherwise upon sixty (60) days' written notice to the other, but any such
termination shall not affect the status, obligations or liabilities of any party
hereto to the other. In the event that in connection with the termination of
this Agreement, a successor to any of Sub-Adviser's duties or responsibilities
under this Agreement is designated by written notice to Sub-Adviser, Sub-Adviser
shall promptly transfer all records maintained by Sub-Adviser under this
Agreement and shall cooperate in the transfer of such duties and
responsibilities, including providing for assistance from Sub-Adviser's
cognizant personnel in the establishment of books, records and other data by
such successor.
20. Shareholder Liability. The Sub-Adviser is hereby expressly put on
notice of the limitation of shareholder liability as set forth in the
Declaration of Trust of the Trust and agrees that obligations assumed by the
Trust pursuant to this Agreement shall be limited in all cases to the assets of
the Portfolio. The Sub-Adviser agrees that it shall not seek satisfaction of any
such obligations from the shareholders or any individual shareholder of the
Portfolio, nor from the Trustees or any individual Trustee of the Trust.
21. Use of Names. The Sub-Adviser acknowledges that all rights to the name
"Access" belong to the Manager, and that the Trust is being granted a limited
license to use such words in its Portfolio name or in any class name. The
Sub-Adviser further acknowledges that all rights to the name "Xxxxx" belong to
the Adviser, and that the Trust is being granted a limited license to use such
words in its Portfolio name or in any class name.
22. Definitions. As used in paragraphs 14 and 18 of this Agreement, the
terms "assignment," interested person" and "vote of a majority of the
outstanding voting securities" shall have the meanings set forth in the Act and
the rules and regulations thereunder.
23. Applicable Law. To the extent that state law is not preempted by the
provisions of any law of the United States heretofore or hereafter enacted, as
the same may be amended from time to time, this Agreement shall be administered,
construed and enforced according to the laws of the State of Georgia. The
parties agree that any appropriate state court located in Xxxxxx County, Georgia
or any Federal Court located in Atlanta, Georgia shall have exclusive
jurisdiction of any case or controversy arising under or in connection with this
Agreement and shall be in a proper forum in which to adjudicate such case or
controversy. The parties hereto consent to the jurisdiction of such courts.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date and year first above
written.
XXXXX ASSET MANAGEMENT, INC. PADCO ADVISORS, INC.
d/b/a RYDEX GLOBAL ADVISORS
By: /s/ By: /s/
---------------------------------------
Name: Xxx Xxxxx Name: Xxxx Xxxxxxxxxxx
Title: President Title: President
Acknowledged As To Sections 5(b), 8, 10, 11, 15
and 21:
ACCESS VARIABLE INSURANCE TRUST
By: -----/s/-----------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: President
SCHEDULE A
RECORDS TO BE MAINTAINED BY THE SUB-ADVISER
1. Rule 31a-1(b)(5) and (6). A record of each brokerage order, and all
other portfolio purchases or sales, given by the Sub-Adviser on behalf of the
Portfolio for, or in connection with, the purchase or sale of securities,
whether executed or unexecuted. Such records shall include:
A. The name of the broker;
B. The terms and conditions of the order and of any
modification or cancellation thereof;
C. The time of entry or cancellation;
D. The price at which executed;
E. The time of receipt of a report of execution; and
F. The name of the person who placed the order on behalf of
the Portfolio.
2. Rule 31a-1(b)(9). A record for each fiscal quarter, completed within
ten (10) days after the end of the quarter, showing specifically the basis or
bases upon which the allocation of orders for the purchase and sale of portfolio
securities to named brokers or dealers was effected, and the division of
brokerage commissions or other compensation on such purchase and sale orders.
Such record:
A. Shall include the consideration given to:
(i) The sale of shares of the Portfolio by brokers or
dealers.
(ii) The supplying of services or benefits by brokers
or dealers to:
(a) The Trust;
(b) the Manager;
(c) the Adviser;
(d) the Sub-Adviser;
(e) any other portfolio adviser of the
Trust; and
(f) any person affiliated with the foregoing
persons.
(iii) Any other consideration other than the
technical qualifications of the brokers
and dealers as such.
B. Shall show the nature of the services or benefits made
available.
C. Shall describe in detail the application of any general or
specific formula or other determinant used in arriving at such allocation of
purchase and sale orders and such division of brokerage commissions or other
compensation.
D. The name of the person responsible for making the
determination of such allocation and such division of brokerage commissions or
other compensation.
3. Other Records. Such other accounts, books and other documents as are
required to be maintained by registered investment companies by Rule 31a-1 under
the Act or by registered investment advisers by rules adopted under Section 204
of the Investment Advisers Act of 1940, to the extent such records are necessary
or appropriate to record the Sub-Adviser's transactions with respect to the
Portfolio. The Sub-Adviser shall maintain records regarding proxy voting on
behalf of the Portfolio in order that the Portfolio may complete the annual Form
N-PX filing.
