EATON VANCE SERIES FUND, INC. INVESTMENT ADVISORY AND ADMINISTRATIVE AGREEMENT ON BEHALF OF EATON VANCE Institutional Emerging Markets Local Debt STRATEGY
EXHIBIT (d)
▇▇▇▇▇ ▇▇▇▇▇ SERIES FUND, INC.
INVESTMENT ADVISORY AND ADMINISTRATIVE AGREEMENT
ON BEHALF OF
▇▇▇▇▇ ▇▇▇▇▇ Institutional Emerging Markets Local Debt STRATEGY
AGREEMENT made this 31st day of October 2012, between ▇▇▇▇▇ ▇▇▇▇▇ Series Fund, Inc., a Maryland Corporation (the “Corporation”), on behalf of ▇▇▇▇▇ ▇▇▇▇▇ Institutional Emerging Markets Local Debt Strategy (the “Fund”), and ▇▇▇▇▇ ▇▇▇▇▇ Management, a Massachusetts business trust (“▇▇▇▇▇ ▇▇▇▇▇”).
1. Duties of ▇▇▇▇▇ ▇▇▇▇▇. The Corporation hereby employs ▇▇▇▇▇ ▇▇▇▇▇ to act as investment adviser for and to manage the investment and reinvestment of the assets of the Fund and to administer the Fund’s affairs, subject to the supervision of the Directors of the Corporation, for the period and on the terms set forth in this Agreement.
▇▇▇▇▇ ▇▇▇▇▇ hereby accepts such employment, and undertakes to afford to the Corporation the advice and assistance of ▇▇▇▇▇ ▇▇▇▇▇’▇ organization in the choice of investments, in the purchase and sale of securities and in the administration of the Fund and to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund and for administering its affairs and to pay the salaries and fees of all officers and Directors of the Corporation who are members of ▇▇▇▇▇ ▇▇▇▇▇’▇ organization and all personnel of ▇▇▇▇▇ ▇▇▇▇▇ performing services relating to research and investment and administrative activities. ▇▇▇▇▇ ▇▇▇▇▇ shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Corporation in any way or otherwise be deemed an agent of the Corporation.
▇▇▇▇▇ ▇▇▇▇▇ shall provide the Corporation with such investment management and supervision as the Corporation may from time to time consider necessary for the proper supervision of the Fund. As investment adviser to the Corporation, ▇▇▇▇▇ ▇▇▇▇▇ shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion of the Fund’s assets shall be held uninvested, subject always to the applicable restrictions of the Articles of Incorporation, By-Laws and registration statement of the Corporation under the Investment Company Act of 1940, all as from time to time amended. ▇▇▇▇▇ ▇▇▇▇▇ is authorized, in its discretion and without prior consultation with the Corporation, to buy, sell, and otherwise trade in any and all types of securities, derivatives and investment instruments on behalf of the Fund. Should the Directors of the Corporation at any time, however, make any specific determination as to investment policy for the Fund and notify ▇▇▇▇▇ ▇▇▇▇▇ thereof in writing, ▇▇▇▇▇ ▇▇▇▇▇ shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. ▇▇▇▇▇ ▇▇▇▇▇ shall take, on behalf of the Corporation, all actions which it deems necessary or desirable to implement the investment policies of the Corporation and of the Fund.
▇▇▇▇▇ ▇▇▇▇▇ shall place all orders for the purchase or sale of portfolio securities for the account of the Fund either directly with the issuer or with brokers or dealers selected by ▇▇▇▇▇ ▇▇▇▇▇, and to that end ▇▇▇▇▇ ▇▇▇▇▇ is authorized as the agent of the Fund to give instructions to the custodian of the Fund as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, ▇▇▇▇▇ ▇▇▇▇▇ shall adhere to procedures adopted by the Board of Directors of the Corporation.
2. Compensation of ▇▇▇▇▇ ▇▇▇▇▇. For the services, payments and facilities to be furnished hereunder by ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ shall be entitled to receive from the Fund fees in an amount equal to the following average daily net assets of the Fund throughout each month:
| Average Daily Net Assets | Annual Fee Rate |
| Up to $500 million | 0.650% |
| $500 million but less than $1 billion | 0.625% |
| $1 billion but less than $2.5 billion | 0.600% |
| $2.5 billion but less than $5 billion | 0.580% |
| $5 billion and over | 0.565% |
Such compensation shall be paid monthly in arrears on the last business day of each month. The Fund’s daily net assets shall be computed in accordance with the Articles of Incorporation of the Corporation and any applicable votes and determinations of the Directors of the Corporation. In case of initiation or termination of the Agreement during any month with respect to the Fund, the fee for that month shall be based on the number of calendar days during which it is in effect.
3. Allocation of Charges and Expenses. ▇▇▇▇▇ ▇▇▇▇▇ shall pay the entire salaries and fees of all of the Corporation’s Directors and officers employed by ▇▇▇▇▇ ▇▇▇▇▇ and who devote part or all of their time to the affairs of ▇▇▇▇▇ ▇▇▇▇▇, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Corporation for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund will pay all expenses other than those expressly stated to be payable by ▇▇▇▇▇ ▇▇▇▇▇ hereunder, which expenses payable by the Fund shall include, without implied limitation, (i) expenses of organizing and maintaining the Fund and continuing its existence, (ii) registration of the Corporation under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale and redemption of shares, (viii) expenses of registering and qualifying the Corporation, the Fund and its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and fees and expenses of registering and maintaining registrations of the Fund and of the Fund’s principal underwriter, if any, as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund, (xv) expenses for servicing shareholder accounts, (xvi) any direct charges to shareholders approved by the Directors of the Corporation, (xvii) compensation and expenses of Directors of the Corporation who are not members of ▇▇▇▇▇ ▇▇▇▇▇’▇ organization, (xviii) all payments to be made and expenses to be assumed by the Fund pursuant to
any one or more distribution plans adopted by the Corporation on behalf of the Fund pursuant to Rule 12b-1 under the Investment Company Act of 1940, and (xix) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Corporation to indemnify its Directors, officers and shareholders with respect thereto.
4. Other Interests. It is understood that Directors and officers of the Corporation and shareholders of the Fund are or may be or become interested in ▇▇▇▇▇ ▇▇▇▇▇ as trustees, officers, employees, shareholders or otherwise and that trustees, officers, employees and shareholders of ▇▇▇▇▇ ▇▇▇▇▇ are or may be or become similarly interested in the Fund, and that ▇▇▇▇▇ ▇▇▇▇▇ may be or become interested in the Fund as a shareholder or otherwise. It is also understood that trustees, officers, employees and shareholders of ▇▇▇▇▇ ▇▇▇▇▇ may be or become interested (as directors, trustees, officers, employees, shareholders or otherwise) in other companies or entities (including, without limitation, other investment companies) which ▇▇▇▇▇ ▇▇▇▇▇ may organize, sponsor or acquire, or with which it may merge or consolidate, and which may include the words “▇▇▇▇▇ ▇▇▇▇▇” or “Boston Management and Research” or any combination thereof as part of their name, and that ▇▇▇▇▇ ▇▇▇▇▇ or its subsidiaries or affiliates may enter into advisory or management agreements or other contracts or relationships with such other companies or entities.
5. Limitation of Liability of ▇▇▇▇▇ ▇▇▇▇▇. The services of ▇▇▇▇▇ ▇▇▇▇▇ to the Corporation and the Fund are not to be deemed to be exclusive, ▇▇▇▇▇ ▇▇▇▇▇ being free to render services to others and engage in other business activities. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ shall not be subject to liability to the Corporation or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses which may be sustained in the acquisition, holding or disposition of any security or other investment.
The Corporation expressly acknowledges the provision in the Declaration of Trust of ▇▇▇▇▇ ▇▇▇▇▇ limiting the personal liability of the Trustees of ▇▇▇▇▇ ▇▇▇▇▇ and the shareholders of ▇▇▇▇▇ ▇▇▇▇▇, and the Corporation hereby agrees that it shall have recourse to ▇▇▇▇▇ ▇▇▇▇▇ for payment of claims or obligations as between ▇▇▇▇▇ ▇▇▇▇▇ and the Corporation arising out of this Agreement and shall not seek satisfaction from the Trustees or shareholders or any Trustee of ▇▇▇▇▇ ▇▇▇▇▇.
6. Sub-Advisers and Sub-Administrators. ▇▇▇▇▇ ▇▇▇▇▇ may employ one or more sub-advisers or sub-administrators from time to time to perform such of the acts and services of ▇▇▇▇▇ ▇▇▇▇▇ including the selection of brokers or dealers or other persons to execute the Fund’s portfolio security transactions, and upon such terms and conditions as may be agreed upon between ▇▇▇▇▇ ▇▇▇▇▇ and such sub-adviser or sub-administrator and approved by the Directors of the Corporation, all as permitted by the Investment Company Act of 1940. The performance of each such sub-investment adviser or sub-administrator of its obligation under any such agreement shall be supervised by ▇▇▇▇▇ ▇▇▇▇▇. Further, ▇▇▇▇▇ ▇▇▇▇▇ may, with the approval of the Directors of the Corporation and without the vote of any shares in the Corporation, terminate any agreement with any sub-investment adviser or sub-administrator and/or enter into an agreement with one or more other sub-investment advisers or sub-administrators, all as permitted by the Investment Company Act of 1940 and the rules hereunder. In the event a sub-adviser or sub-administrator is employed, ▇▇▇▇▇ ▇▇▇▇▇ retains the authority to immediately assume responsibility for any functions delegated to a sub-adviser or sub-administrator, subject to approval by the Board and notice to the sub-adviser or sub-administrator.
7. Duration and Termination of this Agreement. This Agreement shall become effective upon the date of its execution, and, unless terminated as herein provided, shall remain in full force and effect through and including the second anniversary of the execution of this Agreement and shall continue in full force and effect indefinitely thereafter, but only so long as such continuance after such second anniversary is specifically approved at least annually (i) by the Board of Directors of the Corporation or by vote of a majority of the outstanding voting securities of the Fund and (ii) by the vote of a majority of those Directors of the Corporation who are not interested persons of ▇▇▇▇▇ ▇▇▇▇▇ or the Corporation cast in person at a meeting called for the purpose of voting on such approval.
Either party hereto may, at any time on sixty (60) days’ prior written notice to the other, terminate this Agreement without the payment of any penalty, by action of Directors of the Corporation or the trustees of ▇▇▇▇▇ ▇▇▇▇▇, as the case may be, and the Corporation may, at any time upon such written notice to ▇▇▇▇▇ ▇▇▇▇▇, terminate this Agreement by vote of a majority of the outstanding voting securities of the Fund. This Agreement shall terminate automatically in the event of its assignment.
8. Amendments of the Agreement. This Agreement may be amended by a writing signed by both parties hereto, provided that no material amendment to this Agreement shall be effective until approved (i) by the vote of a majority of those Directors of the Corporation who are not interested persons of ▇▇▇▇▇ ▇▇▇▇▇ or the Corporation cast in person at a meeting called for the purpose of voting on such approval, and (ii) if required by the Investment Company Act of 1940, by vote of a majority of the outstanding voting securities of the Fund.
9. Limitation of Liability of Corporation. ▇▇▇▇▇ ▇▇▇▇▇ expressly acknowledges the provision in the Articles of Incorporation of the Corporation limiting the personal liability of the Directors of the Corporation and the shareholders of the Fund, and ▇▇▇▇▇ ▇▇▇▇▇ hereby agrees that it shall have recourse to the Corporation or the Fund for payment of claims or obligations as between the Corporation or the Fund and ▇▇▇▇▇ ▇▇▇▇▇ arising out of this Agreement and shall not seek satisfaction from the Directors or shareholders or any Director of the Corporation or shareholder of the Fund.
10. Use of the Name “▇▇▇▇▇ ▇▇▇▇▇”. ▇▇▇▇▇ ▇▇▇▇▇ hereby consents to the use by the Fund of the name “▇▇▇▇▇ ▇▇▇▇▇” as part of the Fund’s name; provided, however, that such consent shall be conditioned upon the employment of ▇▇▇▇▇ ▇▇▇▇▇ or one of its affiliates as the investment adviser or administrator of the Fund. The name “▇▇▇▇▇ ▇▇▇▇▇” or any variation thereof may be used from time to time in other connections and for other purposes by ▇▇▇▇▇ ▇▇▇▇▇ and its affiliates and other investment companies that have obtained consent to the use of the name “▇▇▇▇▇ ▇▇▇▇▇”. ▇▇▇▇▇ ▇▇▇▇▇ shall have the right to require the Fund to cease using the name “▇▇▇▇▇ ▇▇▇▇▇” as part of the Fund’s name if the Fund ceases, for any reason, to employ ▇▇▇▇▇ ▇▇▇▇▇ or one of its affiliates as the Fund’s investment adviser or administrator. Future names adopted by the Fund for itself, insofar as such names include identifying words requiring the consent of ▇▇▇▇▇ ▇▇▇▇▇, shall be the property of ▇▇▇▇▇ ▇▇▇▇▇ and shall be subject to the same terms and conditions.
11. Certain Definitions. The terms “assignment” and “interested persons” when used herein shall have the respective meanings specified in the Investment Company Act of 1940 as now in effect or as hereafter amended subject, however, to such exemptions as may be granted by the Securities and Exchange Commission by any rule, regulation or order. The term “vote of a majority of the outstanding voting securities” shall mean the vote, at a meeting of shareholders, of the lesser of (a) 67 per centum or more of the shares of the Fund present or represented by proxy at the meeting if the holders of more than 50 per centum of the shares of the Fund are present or represented by proxy at the meeting, or (b) more than 50 per centum of the shares of the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first above written.
▇▇▇▇▇ ▇▇▇▇▇ SERIES FUND, INC. on behalf of
▇▇▇▇▇ ▇▇▇▇▇ Institutional Emerging Markets Local Debt Strategy
By: /s/ Payson ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President
▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT
By: /s/ ▇▇▇▇▇▇▇ ▇. Gemma
▇▇▇▇▇▇▇ ▇. Gemma, Vice President