Subadvisers Clause Samples

Subadvisers. In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 13 below, the Manager shall take the following actions in respect of the performance by the Subadviser of its obligations in respect of the Fund: - perform periodic detailed analysis and review of the performance by the Subadviser of its obligations to the Fund, including without limitation a review of the Subadviser’s investment performance in respect of the Fund and in respect of other accounts managed by the Subadviser with similar investment strategies; - prepare and present periodic reports to the Board of Trustees regarding the investment performance of the Subadviser and other information regarding the Subadviser, at such times and in such forms as the Board of Trustees may reasonably request; - review and consider any changes in the personnel of the Subadviser responsible for performing the Subadviser’s obligations and make appropriate reports to the Board of Trustees; - review and consider any changes in the ownership or senior management of the Subadviser and make appropriate reports to the Board of Trustees; - perform periodic in-person or telephonic diligence meetings with representatives of the Subadviser; - assist the Board of Trustees and management of the Trust in developing and reviewing information with respect to the initial approval of the subadvisory agreement with the Subadviser and annual consideration of the agreement thereafter; - at the request of the Board of Trustees, prepare recommendations with respect to the continued retention of any Subadviser or the replacement of any Subadviser; - at the request of the Board of Trustees, identify potential successors to or replacements of any Subadviser or potential additional Subadvisers, perform appropriate due diligence, and develop and present to the Board of Trustees a recommendation as to any such successor, replacement, or additional Subadviser; - designate and compensate from its own resources such personnel as the Manager may consider necessary or appropriate to the performance of its services hereunder; and - perform such other review and reporting functions as the Board of Trustees shall reasonably request consistent with this Management Agreement, the applicable subadvisory agreement, and applicable law. The Manager shall perform the obligations hereunder relating generally to the investment program of the Fund that have not been delegated to any Suba...

Subadvisers. You may engage one or more investment advisers which are either registered as such or specifically exempt from registration under the Investment Advisers Act of 1940, as amended, to act as subadvisers to provide with respect to the Fund certain services set forth in Paragraphs 3 and 7 hereof, all as shall be set forth in a written contract to which the Trust, on behalf of the Fund, and you shall be parties, which contract shall be subject to approval in accordance with the requirements of the Investment Company Act and as such requirements may be modified by rule, regulation or order of the SEC. Subject always to the discretion and control of the Trustees, you will monitor and oversee each subadviser’s management of the Fund’s investment operations in accordance with the investment objectives and related investment policies of the Fund, as set forth in the Trust’s registration statement with the SEC and review and report to the Trustees periodically on the performance of such subadviser.

Subadvisers. You may engage one or more investment advisers which are either registered as such or specifically exempt from registration under the Investment Advisers Act of 1940, as amended, to act as subadvisers to provide with respect to the Fund certain services set forth in Paragraphs 4 and 7 hereof, all as shall be set forth in a written contract to which the Trust, on behalf of the Fund, and you shall be parties, which contract shall be subject to approval in accordance with the requirements of the Investment Company Act of 1940, as amended, and as such requirements may be modified by rule, regulation or order of the Securities and Exchange Commission.

Subadvisers. In carrying out its responsibilities hereunder, the Adviser may, to the extent permitted by applicable law, and in accordance with the Trust’s Agreement and Declaration of Trust and any exemptive orders issued by the SEC applicable to the Funds or any relevant SEC staff no-action letter, employ, retain or terminate (a “Sub-Adviser”) at the Adviser’s own cost and expense, including without limitation, affiliates of the Adviser, on such terms as the Adviser and Board shall determine to be necessary, desirable or appropriate. Retention of one or more Sub-Advisers, or the employment or retention of other persons or entities to perform services, shall in no way reduce the responsibilities or obligations of the Adviser under this Agreement and the Adviser shall be responsible for all acts and omissions of such Sub-Advisers, or other persons or entities, in connection with the performance of the Adviser’s duties hereunder unless otherwise agreed by the parties.

Subadvisers. The Adviser may, at its expense and subject to its supervision, engage one or more persons, including, but not limited to, subsidiaries and affiliated persons of the Adviser, to render any or all of the investment advisory services that the Adviser is obligated to render under this Agreement, including, subject to approval of the Board, a person or persons to render investment advisory services including the provision of a continuous investment program and the determination of the composition of the securities and other assets of each Fund (each, a "SubAdviser"). Shareholder approval of the appointment of a SubAdviser by the Adviser pursuant to this paragraph is required only to the extent required by applicable law, as may be modified by any exemptive order or other interpretation issued by the SEC or its staff.

Subadvisers. Subject to the prior approval of a majority of the members of the Board of Trustees, including a majority of the Board of Trustees who are not “interested persons” and, to the extent required by applicable law, by the shareholders of the Fund, the Adviser may, through a subadvisory agreement or other arrangement, delegate to a subadviser any of the duties enumerated in this Agreement, including the management of all or a portion of the assets being managed hereby. Subject to the prior approval of a majority of the members of the Board of Trustees, including a majority of the members of the Board of Trustees who are not “interested persons” and, to the extent required by applicable law, by the shareholders of the Fund, the Adviser may adjust such duties, the portion of assets being managed, and the fees to be paid by the Adviser; provided that, in each case, the Adviser shall continue to oversee the services provided by such company or employees and any such delegation shall not relieve the Adviser of any of its obligations hereunder.

Subadvisers. Subject to the provisions of the 1940 Act and any applicable exemptions thereto, SMC is authorized, but is under no obligation, to enter into sub-advisory agreements (the "Sub-Advisory Agreements") with one or more subadvisers (each a "Subadviser") to provide investment advisory services to the Fund, or any series thereof. Each Subadviser shall have investment discretion with respect to the assets assigned to that Subadviser by SMC. Consistent with the provisions of the 1940 Act and any applicable exemption thereto, SMC may enter into Sub-Advisory Agreements or amend Sub-Advisory Agreements without the approval of the shareholders of the Fund, or series thereof as applicable.

Subadvisers. In carrying out the Adviser’s responsibilities hereunder in regard to each of the Funds referenced in Schedule A to this Agreement, the Adviser, in the Adviser’s sole discretion to the extent permitted by applicable law, any exemptive orders issued by the SEC applicable to the Funds, or any SEC staff no-action letter applicable to a Fund, shall have the authority hereunder to select, employ, retain, or otherwise avail itself of the services of other persons or entities registered as investment advisers under the Advisers Act (a “subadviser”), including, without limitation, affiliates of the Adviser, at the Adviser’s own cost and expense on such terms as the Adviser shall determine to be necessary, desirable, or appropriate, to perform some or all of the services for which the Adviser is responsible pursuant to this Agreement. Retention of one or more subadvisers in no way shall reduce or relieve the responsibilities or obligations of the Adviser under this Agreement, and the Adviser shall supervise and oversee the activities of any said subadviser and the Adviser shall be responsible for all acts and omissions of said subadvisers in connection with the performance of the Adviser’s duties hereunder unless otherwise agreed by the parties. Any said subadviser shall be registered under the Advisers Act, be in good standing with the Commission, and be capable of performing the subadviser’s subadvisory duties pursuant to a subadvisory agreement approved by the Trust’s Board and, except as otherwise permitted by the 1940 Act or by Commission rule or regulation, a vote of the majority of the outstanding voting securities of the applicable Fund.

Subadvisers. (a) At its own expense (except that the Fund shall pay a fee to the Fund’s Subadviser), the Adviser may carry out any of its obligations under this Agreement by employing, subject to the approval, direction and control of the Board, one or more Subadvisers who are registered as investment advisers pursuant to the Advisers Act. The Adviser shall: (i) evaluate, select and recommend Subadvisers to manage all or a portion of the Fund’s assets; (ii) allocate and, when appropriate, reallocate the Fund’s assets among multiple Subadvisers; (iii) terminate any Subadviser; (iv) monitor and evaluate each Subadviser’s performance; and (v) implement procedures reasonably designed to help ensure that Subadvisers, in providing services to the Fund, comply with the Fund’s investment objective, investment policies, and investment restrictions documented in the Board Policies, the Organic Documents, the Prospectus, the Adviser Guidelines, and the Procedures, each as provided to the Adviser by the Fund; the 1940 Act; the Advisers Act, the Securities Act; the 1934 Act; the Internal Revenue Code of 1986, as amended; and other applicable laws. Despite the Advisor’s ability to employ Subadvisers to perform the duties set forth in Section 3 of this Agreement, the Adviser shall retain overall supervisory responsibility for the general management and investment of the Fund’s assets. The Adviser shall be liable under this Agreement: (i) for its failure to exercise good faith in the employment of a Subadviser; (ii) for its failure to exercise appropriate supervision of a Subadviser; and (iii) as may be otherwise agreed by the Fund and the Adviser in writing. (b) Subject to the review and approval of the Board, the Adviser may (i) enter into and amend Subadvisory Agreements with new or current Subadvisers; and (ii) replace any Subadviser. (c) Each Subadviser’s employment shall be evidenced by a separate written agreement approved by the Board and, to the extent required by law or regulation, by the shareholders of the Fund. (d) The Sub-Advisory fee that is paid to the Sub-Advisor will be paid out of the Fund’s Management Fee. Any fee paid to a Sub-advisor will not increase the overall management fee of the Fund. Rather, it will decrease the portion of the Management Fee that is payable to the Adviser.