Common use of Compensation and Expenses Clause in Contracts

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the Portfolio, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the Portfolio’s average daily net assets managed by the Sub-Adviser, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s advisory fee for such Portfolio. This fee will be computed daily and paid to the Sub-Adviser monthly. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement. (c) The Sub-Adviser will not agree to a lower effective fee rate with any other comparable client, as defined hereinafter, without simultaneously offering the same effective fee rate to the Adviser for the Portfolio, pursuant to this Agreement. For purposes of this provision, the term “comparable client” shall mean any person or entity, excluding clients whose fees are based on performance and clients who invest in commingled funds, that (1) enters into an investment management agreement with the Sub-Adviser after the date hereof (that is not a renewal, extension of or an amendment of an existing agreement) for the management of an account that is comparable or smaller in size (either alone or together with other accounts of it and its affiliates) to the Portfolio and (2) receives similar investment management services to those provided to the Portfolio, including without limitation, having comparable investment guidelines, restrictions and objectives. The determination of the applicability of this provision to any comparable client shall be made at the time of the Sub-Adviser’s agreement to an effective fee rate.

Appears in 13 contracts

Samples: Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc), Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc), Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc)

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Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the Portfolio, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the Portfolio’s average daily net assets managed by the Sub-Adviser, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s advisory fee for such Portfolio. This fee will be computed daily and paid to the Sub-Adviser monthly. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement. (c) The Sub-Adviser will not agree to a lower effective fee rate with any other comparable client, as defined hereinafterby the Sub-Adviser in its sole discretion, without simultaneously also offering the same effective fee rate to the Adviser for the Portfolio, pursuant to this Agreement. For purposes of this provision, the term “comparable client” shall mean any person or entityentity substantially similar to the Portfolio, excluding clients whose fees are based on performance and clients who invest in commingled funds, that (1) enters into an investment management agreement with the Sub-Adviser after the date hereof (that is not a renewal, extension of or an amendment of an existing agreement) for the management of an account that is comparable equal to or smaller in size of fewer assets under management (either alone or together with other accounts of it and its affiliates) than to the Portfolio and (2) receives substantially similar investment management services to those provided to the Portfolio, including without limitation, having comparable investment guidelines, restrictions restrictions, objectives, and objectivesportfolio manager(s). The determination of the applicability of this provision to any comparable client shall be made at the time of the Sub-Adviser’s agreement to an effective fee rate.

Appears in 4 contracts

Samples: Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc), Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc), Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the Portfolio, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the Portfolio’s average daily net assets managed by the Sub-Adviser, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s advisory fee for such Portfolio. This fee will be computed daily and paid to the Sub-Adviser monthly. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement. (c) The Sub-Adviser will not agree to a lower effective fee rate with any other comparable client, as defined hereinafter, without simultaneously offering the same effective fee rate to the Adviser for the Portfolio, pursuant to this Agreement. For purposes of this provision, the term “comparable client” shall mean any person or entity, excluding only clients whose fees that are based on performance and clients who invest in commingled fundshiring Sub-Adviser to act as a subadviser for a 1940 Act prime money market fund, that (1) enters into an investment management agreement with the Sub-Adviser after the date hereof (that is not a renewal, extension of or an amendment of an existing agreement) for the management of an account that is comparable or smaller in size (either alone or together with other accounts of it and its affiliates) to the Portfolio and (2) receives similar investment management services to those provided to the Portfolio, including without limitation, having comparable investment guidelines, restrictions and objectives. The determination of the applicability of this provision to any comparable client shall be made at the time of the Sub-Adviser’s written executed agreement to an effective fee rate.

Appears in 3 contracts

Samples: Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc), Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc), Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the PortfolioFunds, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the PortfolioAllocated Portion of each Fund’s average daily net assets managed by the Sub-Adviserassets, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s 's advisory fee for such PortfolioFund. This fee will be computed daily and paid to the Sub-Adviser monthly. If this Agreement becomes effective or terminates with respect to a Fund before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement. (c) The Sub-Adviser will not agree to a lower effective fee rate with any other comparable client, as defined hereinafter, without simultaneously offering the same effective fee rate to the Adviser for the Portfolioa Fund, pursuant to this Agreement. For purposes of this provision, the term "comparable client" shall mean any person or entity, excluding clients whose fees are based on performance and clients who invest in commingled funds, that (1) enters into an investment management agreement with the Sub-Adviser after the date hereof (that is not a renewal, extension of or an amendment of an existing agreement) for the management of an account that is comparable or smaller in size (either alone or together with other accounts of it and its affiliates) to the Portfolio Funds and (2) receives similar investment management services to those provided to the PortfolioFunds, including without limitation, having comparable investment guidelines, restrictions and objectives. The determination of the applicability of this provision to any comparable client shall be made at the time of the Sub-Adviser’s agreement to an effective fee rate. (c) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement and shall bear all expenses as may be expressly provided for in this Agreement. For the avoidance of doubt, the expenses to be paid or borne by the Sub-Adviser hereunder shall include, without limitation, (i) all expenses incurred by it in rendering the services and complying with the obligations and responsibilities of Sub-Adviser as set forth in Section 2; and (ii) those expenses set forth in sub-section (d) below. (d) The Sub-Adviser agrees to pay to the Adviser the costs of generating a prospectus supplement, which includes the preparation, filing, printing, and distribution (including mailing) of the supplement, if the Sub-Adviser makes any changes that require immediate disclosure in the prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, investment personnel, investment style or management, or otherwise (each such instance, a “Change Event”). In the event the Adviser is already in the process of preparing a prospectus supplement at the time the Adviser is notified by the Sub-Adviser of such Change Event, and provided the Trust agrees, in its sole discretion, that Sub-Adviser’s changes may be incorporated in a pending supplement, the Sub-Adviser shall pay such costs and expenses as are attributable, on a proportional basis, to the Sub-Adviser’s Changes. The Sub-Adviser further agrees to pay the Adviser for the costs of any special Board meeting convened for the primary benefit of the Sub-Adviser related to any Change Event. If the Change Event is a proposed change-of-control of the Sub-Adviser that would act to terminate this Agreement, and Adviser has determined to continue the Agreement with Sub-Adviser upon consummation of the proposed change-in-control, and if a vote of shareholders to approve continuation of this Agreement is at that time deemed by counsel to the Trust to be required by the 1940 Act or any rule or regulation thereunder, the Sub-Adviser agrees to assume all costs associated with soliciting shareholders of a Fund to approve continuation of this Agreement. Such expenses include the costs associated with preparation, filing and mailing of a proxy statement, and costs related to soliciting proxies. If such proposed change-of-control of the Sub-Adviser shall occur and Adviser has determined to continue the Agreement with Sub-Adviser upon consummation of the proposed change-in-control and a Fund is operating under an exemptive order issued by the Commission to the Adviser with respect to the appointment of sub-advisers absent shareholder approval, the Sub-Adviser agrees to assume all costs and expenses (including the costs of preparation, mailing and filing) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement. If, as a result of a change to a Sub-Adviser’s corporate structure or other organizational change, the Trust is requested to consider and ultimately approves a new sub-advisory agreement with an advisory affiliate of a Sub-Adviser to provide advisory services to the Funds, the Sub-Adviser (or its advisory affiliate) agrees to pay to the Adviser all costs and expenses (including the costs of preparation, filing, printing and mailing) associated with generating: (i) a prospectus supplement and (ii) an information statement necessary to address the appointment of Sub-Adviser’s advisory affiliate.

Appears in 3 contracts

Samples: Investment Sub Advisory Agreement (Trust for Professional Managers), Investment Sub Advisory Agreement (Trust for Professional Managers), Investment Sub Advisory Agreement (Trust for Professional Managers)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the Portfolio, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the Portfolio’s average daily net assets managed by the Sub-Adviser, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s advisory fee for such Portfolio. This fee will be computed daily and paid to the Sub-Adviser monthly. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement. (c) The Sub-Adviser will not subsequently agree to a lower effective fee rate with any other comparable client, as defined hereinafter, without simultaneously offering the same effective fee rate to the Adviser for the Portfolio, pursuant to this Agreement. For purposes of this provision, the term “comparable client” shall mean any person or entity, excluding clients whose fees are based on performance and clients who invest in commingled funds, that (1) enters into an investment management agreement with the Sub-Adviser after the date hereof (that is not a renewal, extension of or an amendment of an existing agreement) for the management of an account that is comparable or smaller in size (either alone or together with other accounts of it and its affiliates) to the Portfolio and (2) receives similar investment management services to those provided to the Portfolio, including without limitation, having comparable investment guidelines, restrictions and objectives. The determination of the applicability of this provision to any comparable client shall be made at the time of the Sub-Adviser’s agreement to an effective fee rate.

Appears in 3 contracts

Samples: Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc), Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc), Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the Portfolio, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the Portfolio’s average daily net assets managed by the Sub-Adviser, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s advisory fee for such Portfolio. This fee will be computed daily and paid to the Sub-Adviser monthly. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement. (c) The Sub-Adviser will not agree to a lower effective fee rate with any other comparable client, as defined hereinafter, without simultaneously offering the same effective fee rate to the Adviser for the Portfolio, pursuant to this Agreement. For purposes of this provision, the term “comparable client” shall mean any person or entity, excluding clients whose fees are based on performance and clients who invest in commingled funds, that (1) enters into an investment management agreement with the Sub-Adviser after the date hereof (that is not a renewal, extension of or an amendment of an existing agreement) for the management of an account that is comparable or smaller in size (either alone or together with other accounts of it and its affiliatesaffiliates having comparable investment guidelines, restrictions and objectives) to the Portfolio and (2) receives similar investment management services to those provided to the Portfolio, including without limitation, having comparable investment guidelines, restrictions and objectives. The determination of the applicability of this provision to any comparable client shall be made at the time of the Sub-Adviser’s agreement to an effective fee raterate (that is not a renewal, extension of or an amendment of an existing agreement).

Appears in 3 contracts

Samples: Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc), Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc), Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the Portfolio, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the Portfolio’s average daily net assets managed by the Sub-Adviser, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s advisory fee for such Portfolio. This fee will be computed daily by the Adviser and paid to the Sub-Adviser monthly. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement. (c) The Sub-Adviser will not agree to a lower effective fee rate with any other comparable client, as defined hereinafter, without simultaneously offering the same effective fee rate to the Adviser for the Portfolio, pursuant to this Agreement. For purposes of this provision, the term “comparable client” shall mean any person or entitysub-advised client, excluding clients whose fees are based on performance and performance, clients who invest in commingled funds, and clients that have purchased multiple services offered through Xxxxx Fargo Asset Management Group, that (1) enters into an investment management agreement with the Sub-Adviser after the date hereof (that is not a renewal, extension of or an amendment of an existing agreement) for the management of an account that is comparable or smaller in size (either alone or together with other accounts of it and its affiliates) to the Portfolio and (2) receives similar investment management services to those provided to the Portfolio, including without limitation, having comparable investment guidelines, restrictions and objectives. The determination of the applicability of this provision to any comparable client shall be made at the time of the Sub-Adviser’s agreement to an effective fee rate.

Appears in 3 contracts

Samples: Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc), Investment Sub Advisory Agreement, Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the Portfolio, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the Portfolio’s average daily net assets managed by the Sub-Adviser, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s advisory fee for such Portfolio. This fee will be computed daily and paid to the Sub-Adviser monthly. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement. (c) The Sub-Adviser will not agree to a lower effective fee rate with any other comparable client, as defined hereinafter, without simultaneously offering the same effective fee rate to the Adviser for the Portfolio, pursuant to this Agreement. For purposes of this provision, the term “comparable client” shall mean any person or entity, excluding clients whose fees are based on performance and clients who invest in commingled funds, that (1) enters into an investment management agreement with the Sub-Adviser after the date hereof (that is not a renewal, extension of or an amendment of an existing agreement) for the management of an account that is comparable or smaller in size (either alone or together with other accounts of it and its affiliates) to the Portfolio and (2) receives similar investment management services to those provided to the Portfolio, including without limitation, having comparable investment guidelines, restrictions and objectives. The determination of the applicability of this provision to any comparable client shall be made at the time of the Sub-Adviser’s agreement to an effective fee rate. (c) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement. For the avoidance of doubt, the expenses to be paid or borne by the Sub-Adviser hereunder includes, without limitation, (i) all expenses incurred by it in rendering the services and complying with the obligations and responsibilities of Sub-Adviser as set forth in Section 2; and (ii) those expenses set forth in subsection (d) below. (d) The Sub-Adviser agrees to pay to the Adviser the costs of generating a prospectus supplement, which includes the preparation, filing, printing, and distribution (including mailing) of the supplement, if the Sub-Adviser makes any changes that require immediate disclosure in the prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, investment style or management, or otherwise (each such instance, a “Change Event”), in an amount not to exceed $100,000 per Change Event, unless both parties agree to a greater amount, subject to the provision of documentation evidencing direct costs resulting from a Change Event. In the event the Adviser is already in the process of preparing a prospectus supplement at the time the Adviser is notified by the Sub-Adviser of any such Change Event, and provided the Company agrees, in its sole discretion, that Sub-Adviser’s changes may be incorporated in a pending supplement, the Sub-Adviser shall pay such costs and expenses as are attributable, on a proportional basis, to report on Sub-Adviser’s Change Event. If the Change Event is a proposed change-of-control of the Sub-Adviser that would act to terminate this Agreement, and Adviser has determined to conitnue the Agreement with Sub-Adviser upon consummation of the proposed change-in-control, and if a vote of shareholders to approve continuation of this Agreement is at that time deemed by counsel to the Company to be required by the 1940 Act or any rule or regulation thereunder, the Sub-Adviser agrees to assume all costs associated with soliciting shareholders of a Portfolio to approve continuation of this Agreement, in an amount not to exceed $100,000 per Change Event, unless both parties agree to a greater amount, subject to the provision of documentation evidencing direct costs resulting from a Change Event. Such expenses include the costs associated with preparation, filing and mailing of a proxy statement, and costs related to soliciting proxies. If such proposed change-of-control of the Sub-Adviser shall occur and Adviser has determined to continue the Agreement with Sub-Adviser upon consummation of the proposed change-in-control and a Portfolio is operating under an exemptive order issued by the Commission to the Adviser with respect to the appointment of sub-advisers absent shareholder approval, the Sub-Adviser agrees to assume all costs and expenses (including the costs of preparation, mailing and filing) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement, in an amount not to exceed $100,000 per Change Event, unless both parties agree to a greater amount, subject to the provision of documentation evidencing direct costs resulting from a Change Event. If, as a result of a change to a Sub-Adviser’s corporate structure or other organizational change, the Series Fund is requested to consider and ultimately approves a new sub-advisory agreement with an advisory affiliate of a Sub-Adviser to provide advisory services to the Portfolio, the Sub-Adviser (or its advisory affiliate) agrees to pay to the Adviser all costs and expenses (including the costs of preparation, filing, printing and mailing) associated with generating: (i) a prospectus supplement and (ii) an information statement necessary to address the appointment of Sub-Adviser’s advisory affiliate, in an amount not to exceed $100,000 per Change Event, unless both parties agree to a greater amount, subject to the provision of documentation evidencing direct costs resulting from a Change Event. If the Change Event is a change of investment personnel, Sub-Adviser agrees to assume all costs and expenses (including the costs of preparation, mailing and filing) associated with the preparation of any required communication, in an amount not to exceed $10,000 per Change Event, unless both parties agree to a greater amount, subject to the provision of documentation evidencing direct costs resulting from a Change Event.

Appears in 2 contracts

Samples: Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc), Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the Portfolio, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the Portfolio’s average daily net assets managed by the Sub-Adviser, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s advisory fee for such the Portfolio. This fee will be computed daily and paid to the Sub-Adviser monthly. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement. (c) If in the future Sub-Adviser enters into an agreement to serve as investment sub-adviser to any other sub-advised clients that are open-end management investment companies registered under the 1940 Act with a substantially similar asset size in the same investment mandate and having a substantially similar investment objective, style, strategy and policies as the Portfolio (a “New Sub-Advised Fund Client”) that has the effect of establishing a fee structure in a manner more favorable to such New Sub-Advised Fund Client than the compensation established pursuant to Schedule A to this Agreement, excluding relationship pricing, performance fees and agreements with the Sub-Adviser’s affiliates (hereinafter defined as “Most Favorable Fees”), then the Sub-Adviser will notify the Adviser and offer the opportunity to the same rights or benefits from the Most Favorable Fees with respect to this Agreement. The Sub-Adviser will not agree to determine Most Favorable Fees when a lower effective fee rate with any other comparable client, as defined hereinafter, without simultaneously offering the same effective fee rate to the Adviser for the Portfolio, pursuant to this Agreement. For purposes of this provision, the term “comparable client” shall mean any person or entity, excluding clients whose fees are based on performance and clients who invest in commingled funds, that (1) New Sub-Advised Fund Client enters into an investment management agreement for advisory services with the Sub-Adviser after the date hereof (that is not a renewal, extension of or and on an amendment of an existing agreement) for the management of an account that is comparable or smaller in size (either alone or together with other accounts of it and its affiliates) to the Portfolio and (2) receives similar investment management services to those provided to the Portfolio, including without limitation, having comparable investment guidelines, restrictions and objectives. The determination of the applicability of this provision to any comparable client shall be made at the time of the Sub-Adviser’s agreement to an effective fee rateannual basis.

Appears in 2 contracts

Samples: Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc), Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the PortfolioPortfolios, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the each Portfolio’s average daily net assets managed by the Sub-Adviser, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s advisory fee for each such Portfolio. This fee will be computed daily and paid to the Sub-Adviser monthlymonthly on or before the 10th business day of the succeeding month and shall be accompanied by a worksheet showing the basis for the fee calculation. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement. (c) The fee rate payable under this Agreement with respect to each of the Portfolios is set forth on Schedule A, which is attached hereto and made a part of this Agreement. With respect to each Portfolio, the Sub-Adviser will not agree agrees to a lower effective fee rate with any other comparable client, as defined hereinafter, without simultaneously offering the same effective fee rate provide notice to the Adviser for in accordance with Section 15 of this Agreement in the Portfolio, event that the Sub-Adviser enters into an investment sub-advisory agreement in the future to provide investment sub-advisory services to another registered investment company (i) with initial assets to be managed by the Sub-Adviser approximately equal to or less than the current assets managed pursuant to this Agreement. For purposes of this provision, the term “comparable client” shall mean any person or entity, excluding clients whose fees are based on performance ; and clients who invest in commingled funds, that (1ii) enters into an investment management agreement with the Sub-Adviser after the date hereof (that is not a renewal, extension of or an amendment of an existing agreement) for the management of an account that is comparable or smaller in size (either alone or together with other accounts of it and its affiliates) pursuant to the Portfolio same investment mandate and (2) receives for substantially similar investment management services to those provided to the Portfolio, including without limitation, having comparable investment guidelines, restrictions and objectives. The determination of the applicability of a Portfolio under this provision to any comparable client shall be made at the time of the Sub-Adviser’s agreement to an effective Agreement for a lower fee rate.schedule than as provided for in Schedule A.

Appears in 2 contracts

Samples: Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc), Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the Portfolio, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the Portfolio’s average daily net assets managed by the Sub-Adviser, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s advisory fee for such Portfolio. This fee will be computed daily and paid to the Sub-Adviser monthly. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement. (c) The Sub-Adviser will not agree to a lower effective fee rate with any other comparable client, as defined hereinafter, without simultaneously offering the same effective fee rate to the Adviser for the Portfolio, pursuant to this Agreement. For purposes of this provision, the term “comparable client” shall mean any person or entityentity structured as a US registered investment company, excluding clients whose fees are based on performance performance, clients that maintain multiple mandates, and clients who invest in commingled funds(including US registered investment company clients) acquired by the Sub-Adviser or its affiliates through purchase, business combinations or the like, that (1) enters into an investment management agreement with the Sub-Adviser after the date hereof (that is not a renewal, extension of or an amendment of an existing agreement) for the management of an account domiciled in the same jurisdiction as the Portfolio that is of comparable size or smaller in size (either alone or together with other accounts of it and its affiliates) to the Portfolio and (2) receives similar investment management services to those provided to the Portfolio, including without limitation, having comparable investment guidelines, restrictions and objectives. The determination of the applicability of this provision to any comparable client shall be made at the time of the Sub-Adviser’s agreement to an effective fee rate.

Appears in 2 contracts

Samples: Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc), Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the PortfolioPortfolios, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the each Portfolio’s average daily net assets managed by the Sub-Adviser, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s advisory fee for each such Portfolio. This fee will be computed daily and paid to the Sub-Adviser monthly. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement, which expenses shall not include (a) brokerage fees or commissions in connection with the execution of securities transactions, (b) taxes and interest, and (c) custodian fees and expenses. (c) The Sub-Adviser will not agree to a lower effective fee rate with any other comparable client, as defined hereinafter, without simultaneously offering notifying the same Adviser of such lower effective fee rate to the Adviser for the Portfoliorate, pursuant to this Agreement. For purposes of this provision, the term “comparable client” shall mean any person or entityentity for which the Sub-Adviser is providing sub-advisory services, excluding clients whose fees are based on performance and clients who invest in commingled fundsperformance, that (1) enters into an investment management agreement with the Sub-Adviser after the date hereof (that is not a renewal, extension of or an amendment of an existing agreement) for the management of an account that is comparable or smaller in size (either alone or together with other accounts of it and its affiliates) to the Portfolio and (2) utilizes the same investment strategy and receives similar investment management services to those provided to the Portfolio, including without limitation, having comparable investment guidelines, restrictions and objectives. The determination of the applicability of this provision to any comparable client shall be made at the time of the Sub-Adviser’s agreement to an effective fee rate.

Appears in 2 contracts

Samples: Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc), Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the Portfolio, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the Portfolio’s average daily net assets managed by the Sub-Adviser, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s advisory fee for such Portfolio. This fee will be computed daily and paid to the Sub-Adviser monthly. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement. (c) The Sub-Adviser will not agree to a lower effective fee rate with any other comparable client, as defined hereinafter, without simultaneously offering the same effective fee rate to the Adviser for the Portfolio, pursuant to this Agreement. For purposes of this provision, the term “comparable client” shall mean any person or entity, excluding clients whose fees are based on performance and performance, clients who invest in commingled funds, and clients that have a larger overall investment management relationship with the Sub-Adviser, that (1) enters into an investment management agreement with the Sub-Adviser after the date hereof (that is not a renewal, extension of or an amendment of an existing agreement) for the management of an account that is comparable or smaller in size (either alone or together with other accounts of it and its affiliates) to the Portfolio and (2) receives similar investment management services to those provided to the Portfolio, including without limitation, having comparable investment guidelines, restrictions and objectives. The determination of the applicability of this provision to any comparable client shall be made at the time of the Sub-Adviser’s agreement to an effective fee rate.

Appears in 2 contracts

Samples: Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc), Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the Portfolio, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the Portfolio’s average daily net assets managed by the Sub-AdviserAdviser including cash or cash equivalents, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s advisory fee for such Portfolio. This fee will be computed daily and paid to the Sub-Adviser monthly. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) The Adviser, the Company and the Portfolio shall assume and pay their respective organizational, operational, and business expenses not specifically assumed or agreed to be paid by the Sub-Adviser pursuant to this Agreement. During the term of this Agreement, the Sub-Adviser will pay all its own organizational, operational, and business expenses incurred by it in connection with its activities under the Agreement. (c) The Sub-Adviser will Agreement but shall not agree be obligated to a lower effective fee rate with pay any other comparable client, as defined hereinafter, without simultaneously offering expenses of the same effective fee rate to the Adviser for the Portfolio, pursuant to this Agreement. For purposes of this provisionAdviser, the term “comparable client” shall mean any person Company, or entity, excluding clients whose fees are based on performance and clients who invest in commingled funds, that (1) enters into an investment management agreement with the Sub-Adviser after the date hereof (that is not a renewal, extension of or an amendment of an existing agreement) for the management of an account that is comparable or smaller in size (either alone or together with other accounts of it and its affiliates) to the Portfolio and (2) receives similar investment management services to those provided to the Portfolio, including without limitation, having comparable : (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other investment guidelines, restrictions instruments for the Portfolio; and objectives(c) custodian fees and expenses. The determination Any reimbursement of management fees required by any expense limitation provision and any liability arising out of a violation of Section 36(b) of the applicability of this provision to any comparable client 1940 Act shall be made at the time sole responsibility of the Sub-Adviser’s agreement to an effective fee rate.

Appears in 2 contracts

Samples: Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc), Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the Portfolio, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the Portfolio’s average daily net assets managed by the Sub-Adviser, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s advisory fee for such Portfolio. This fee will be computed daily and paid to the Sub-Adviser monthlymonthly on or before the 10th business day of the succeeding month and shall be accompanied by a worksheet showing the basis for the fee calculation. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement. (c) The fee rate payable under this Agreement with respect to the Portfolio is set forth on Schedule A, which is attached hereto and made a part of this Agreement. With respect to the Portfolio, the Sub-Adviser will not agree agrees to a lower effective fee rate with any other comparable client, as defined hereinafter, without simultaneously offering the same effective fee rate provide notice to the Adviser for in accordance with Section 16 of this Agreement in the Portfolio, event that the Sub-Adviser enters into an investment sub-advisory agreement in the future to provide investment sub-advisory services to another registered investment company (i) with initial assets to be managed by the Sub-Adviser approximately equal to or less than the current assets managed pursuant to this Agreement. For purposes of this provision, ; and (ii) pursuant to the term “comparable client” shall mean any person or entity, excluding clients whose fees are based on performance same investment mandate and clients who invest in commingled funds, that (1) enters into an investment management agreement with the Sub-Adviser after the date hereof (that is not a renewal, extension of or an amendment of an existing agreement) for the management of an account that is comparable or smaller in size (either alone or together with other accounts of it and its affiliates) substantially similar services provided to the Portfolio and (2) receives similar investment management services to those under this Agreement for a lower fee schedule than as provided to the Portfolio, including without limitation, having comparable investment guidelines, restrictions and objectives. The determination of the applicability of this provision to any comparable client shall be made at the time of the Sub-Adviser’s agreement to an effective fee rate.for in Schedule A.

Appears in 2 contracts

Samples: Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc), Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the Portfolio, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the Portfolio’s average daily net assets managed by the Sub-Adviser, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s advisory fee for such Portfolio. This fee will be computed daily and paid to the Sub-Adviser monthly. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement, which expenses will not include (i) brokerage fees or commissions in connection with the execution of securities transactions, (ii) taxes and interest, and (iii) custodian fees and expenses. (c) The fee rate payable under this Agreement with respect to the Portfolio is set forth on Schedule A, which is attached hereto and made a part of this Agreement. With respect to the Portfolio, the Sub-Adviser will not agree agrees to a lower effective fee rate with any other comparable client, as defined hereinafter, without simultaneously offering the same effective fee rate provide notice to the Adviser for in accordance with Section 15 of this Agreement in the Portfolio, event that the Sub-Adviser enters into an investment sub-advisory agreement in the future to provide investment sub-advisory services to another registered open-end investment company the shares of which are registered under the 1933 Act and that is managed by a third-party (non-affiliated) investment adviser (i) with initial assets to be managed by the Sub-Adviser approximately equal to or less than the current assets managed pursuant to this Agreement. For purposes of this provision, ; and (ii) pursuant to the term “comparable client” shall mean any person or entity, excluding clients whose fees are based on performance same investment mandate and clients who invest in commingled funds, that (1) enters into an investment management agreement with the Sub-Adviser after the date hereof (that is not a renewal, extension of or an amendment of an existing agreement) for the management of an account that is comparable or smaller in size (either alone or together with other accounts of it and its affiliates) substantially similar services provided to the Portfolio and (2) receives similar investment management services to those under this Agreement for a lower fee schedule than as provided to the Portfolio, including without limitation, having comparable investment guidelines, restrictions and objectives. The determination of the applicability of this provision to any comparable client shall be made at the time of the Sub-Adviser’s agreement to an effective fee rate.for in Schedule A.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the Portfolio, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the Portfolio’s average daily net assets managed by the Sub-Adviser, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s advisory fee for such Portfolio. This fee will be computed daily and paid to the Sub-Adviser monthly. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement. (c) The Sub-Adviser will not agree to a lower effective fee rate with any other comparable client, as defined hereinafter, without simultaneously offering the same effective fee rate to the Adviser for the Portfolio, pursuant to this Agreement. For purposes of this provision, the term “comparable client” shall mean any person or entity, excluding clients whose fees are based on performance and clients who invest in commingled funds, that (1) enters into an investment management agreement with the Sub-Adviser after the date hereof (that is not a renewal, extension of or an amendment of an existing agreement) for the management of an account that is comparable or smaller in size (either alone or together with other accounts of it and its affiliates) to the Portfolio and (2) receives similar investment management services to those provided to the Portfolio, including without limitation, having comparable investment guidelines, restrictions and objectives. The determination of the applicability of this provision to any comparable client shall be made at the time of the Sub-Adviser’s agreement to an effective fee rate. (c) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement and shall bear all expenses as may be expressly provided for in this Agreement. For the avoidance of doubt, the expenses to be paid or borne by the Sub-Adviser hereunder shall include, without limitation, (i) all expenses incurred by it in rendering the services and complying with the obligations and responsibilities of Sub-Adviser as set forth in Section 2; and (ii) those expenses set forth in sub-section (d) below. (d) The Sub-Adviser intends to provide ample notice to the Adviser regarding events that will have cause for an update to a prospectus document, including but not limited to changes to its structure or ownership, investment personnel, investment style or management, or otherwise (each such instance, a “Change Event”). The Adviser endeavors to make its best efforts to include such Change Event in its next prepared prospectus update. Should the Change Event not have sufficient notice and be deemed by the Adviser to require an immediate disclosure, the Sub-Adviser agrees to pay to the Adviser the reasonable costs of generating a prospectus supplement, which includes the preparation, filing, printing, and distribution (including mailing) of the supplement. In the event the Adviser is already in the process of preparing a prospectus supplement at the time the Adviser is notified by the Sub-Adviser of such Change Event, and provided the Company agrees, in its sole discretion, that Sub-Adviser’s changes may be incorporated in a pending supplement, the Sub-Adviser shall pay such reasonable costs and expenses as are attributable, on a proportional basis, to the Sub-Adviser’s Changes. If the Change Event is a proposed change-of-control of the Sub-Adviser that would act to terminate this Agreement, and Adviser has determined to continue the Agreement with Sub-Adviser upon consummation of the proposed change-in-control, and if a vote of shareholders to approve continuation of this Agreement is at that time deemed by counsel to the Company to be required by the 1940 Act or any rule or regulation thereunder, the Sub-Adviser agrees to assume all reasonable costs associated with soliciting shareholders of a Portfolio to approve continuation of this Agreement. Such expenses include the costs associated with preparation, filing and mailing of a proxy statement, and costs related to soliciting proxies. If such proposed change-of-control of the Sub-Adviser shall occur and Adviser has determined to continue the Agreement with Sub-Adviser upon consummation of the proposed change-in-control and a Portfolio is operating under an exemptive order issued by the Commission to the Adviser with respect to the appointment of sub-advisers absent shareholder approval, the Sub-Adviser agrees to assume all reasonable costs and expenses (including the costs of preparation, mailing and filing) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement. If, as a result of a change to the Sub-Adviser’s corporate structure or other organizational change at the Sub-Adviser, the Company is requested to consider and ultimately approves a new sub-advisory agreement with an advisory affiliate of a Sub-Adviser to provide advisory services to the Portfolio, the Adviser understand that the advisory affiliate or Adviser itself will pay the reasonable costs and expenses (including the costs of preparation, filing, printing and mailing) associated with generating: (i) a prospectus supplement and (ii) an information statement necessary to address the appointment of Sub-Adviser’s advisory affiliate.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the PortfolioFunds, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the PortfolioAllocated Portion of each Fund’s average daily net assets managed by the Sub-Adviserassets, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s advisory fee for such PortfolioFund. This fee will be computed daily and paid to the Sub-Adviser monthly. If this Agreement becomes effective or terminates with respect to a Fund before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement. (c) The Sub-Adviser will not agree to provide discretionary sub-advisory services for a lower effective fee rate with for any other comparable client, as defined hereinafter, without simultaneously offering the same effective fee rate to the Adviser for the Portfolioa Fund, pursuant to this Agreement. For purposes of this provision, the term “comparable client” shall mean any person or entityother investment company registered under the 1940 Act, excluding clients whose fees are based on performance and clients who invest in commingled funds, that (1) enters into an investment management agreement with the Sub-Adviser after the date hereof (that is not a renewal, extension of or an amendment of an existing agreement) for the management of an account that is comparable or smaller in size (either alone or together with other accounts of it and its affiliates) to the Portfolio Funds and (2) receives substantially similar investment management services to those provided to the PortfolioFunds, including without limitation, having comparable a substantially similar investment strategy, investment guidelines, restrictions and objectives. The determination of the applicability of this provision to any comparable client shall be made at the time of once the Sub-Adviser’s agreement Adviser is managing assets pursuant to an effective fee rate. (c) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement and shall bear all expenses as may be expressly provided for in this Agreement. For the avoidance of doubt, the expenses to be paid or borne by the Sub-Adviser hereunder shall include, without limitation, (i) all expenses incurred by it in rendering the services and complying with the obligations and responsibilities of Sub-Adviser as set forth in Section 2; and (ii) those expenses set forth in sub-section (d) below. (d) The Sub-Adviser agrees to pay to the Adviser the reasonable costs of generating a prospectus supplement, which includes the preparation, filing, printing, and distribution (including mailing) of the supplement, if the Sub-Adviser makes any changes that require immediate disclosure in the prospectus or any required regulatory documents that are directly caused solely by changes to its structure or ownership, investment personnel, investment style or management caused or requested solely by the Sub-Adviser, or otherwise (each such instance, a “Change Event”). In the event the Adviser is already in the process of preparing a prospectus supplement at the time the Adviser is notified by the Sub-Adviser of such Change Event, and provided the Trust agrees, in its sole discretion, that Sub-Adviser’s changes may be incorporated in a pending supplement, the Sub-Adviser shall pay such reasonable costs and expenses as are attributable, on a proportional basis, to the Sub-Adviser’s Changes. The Sub-Adviser further agrees to pay the Adviser for the reasonable costs of any special Board meeting convened for the primary benefit of the Sub-Adviser related to any Change Event. If the Change Event is a proposed change-of-control of the Sub-Adviser that would act to terminate this Agreement, and Adviser has determined to continue the Agreement with Sub-Adviser upon consummation of the proposed change-in-control, and if a vote of shareholders to approve continuation of this Agreement is at that time deemed by counsel to the Trust to be required by the 1940 Act or any rule or regulation thereunder, the Sub-Adviser agrees to assume all reasonable costs associated with soliciting shareholders of a Fund to approve continuation of this Agreement. Such expenses include the costs associated with preparation, filing and mailing of a proxy statement, and costs related to soliciting proxies. If such proposed change-of-control of the Sub-Adviser shall occur and Adviser has determined to continue the Agreement with Sub-Adviser upon consummation of the proposed change-in-control and a Fund is operating under an exemptive order issued by the Commission to the Adviser with respect to the appointment of sub-advisers absent shareholder approval, the Sub-Adviser agrees to assume all reasonable costs and expenses (including the costs of preparation, mailing and filing) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement. If, as a result of a change to a Sub-Adviser’s corporate structure or other organizational change, the Trust is requested to consider and ultimately approves a new sub-advisory agreement with an advisory affiliate of a Sub-Adviser to provide advisory services to the Funds, the Sub-Adviser (or its advisory affiliate) agrees to pay to the Adviser all reasonable costs and expenses (including the costs of preparation, filing, printing and mailing) associated with generating: (i) a prospectus supplement and (ii) an information statement necessary to address the appointment of Sub-Adviser’s advisory affiliate.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the PortfolioPortfolios, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the each Portfolio’s average daily net assets managed by the Sub-Adviser, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s advisory fee for such Portfolio. This fee will be computed daily and paid to the Sub-Adviser monthly. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement. (c) The Sub-Adviser will not agree to a lower effective fee rate with any other comparable client, as defined hereinafter, without simultaneously offering the same effective fee rate to the Adviser for the particular Portfolio, pursuant to this Agreement. For purposes of this provision, the term “comparable client” shall mean any person or entity, excluding clients whose fees are based on performance and performance, clients who invest in commingled funds, and clients that have a larger overall investment management relationship with the Sub-Adviser, that (1) enters into an investment management agreement with the Sub-Adviser after the date hereof (that is not a renewal, extension of or an amendment of an existing agreement) for the management of an account that is comparable or smaller in size (either alone or together with other accounts of it and its affiliates) to the particular Portfolio and (2) receives similar investment management services to those provided to the particular Portfolio, including without limitation, having comparable investment guidelines, restrictions and objectives. The determination of the applicability of this provision to any comparable client shall be made at the time of the Sub-Adviser’s agreement to an effective fee rate. (c) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement. For the avoidance of doubt, the expenses to be paid or borne by the Sub-Adviser hereunder includes, without limitation, (i) all expenses incurred by it in rendering the services and complying with the obligations and responsibilities of Sub-Adviser as set forth in Section 2; and (ii) those expenses set forth in subsection (d) below. (d) The Sub-Adviser agrees to pay to the Adviser the costs of generating a prospectus supplement, which includes the preparation, filing, printing, and distribution (including mailing) of the supplement, if the Sub-Adviser makes any changes that require immediate disclosure in the prospectus or any required regulatory documents that may be caused by changes to its control or ownership, prospectus-named investment personnel, investment management, or otherwise (each such instance, a “Change Event”). For the purpose of this paragraph, the cost paid to the Adviser by the Sub-Adviser for prospectus supplements related to any single Change Event shall not exceed $100,000 USD unless agreed to beforehand by both parties. In the event the Adviser is already in the process of preparing a prospectus supplement at the time the Adviser is notified by the Sub-Adviser of any such Change Event, and provided the Company agrees, in its sole discretion, that Sub-Adviser’s changes may be incorporated in a pending supplement, the Sub-Adviser shall pay such costs and expenses as are attributable, on a proportional basis, to report on Sub-Adviser’s Change Event. If the Change Event is a proposed change-of-control of the Sub-Adviser that would act to terminate this Agreement, and Adviser has determined to continue the Agreement with Sub-Adviser upon consummation of the proposed change-in-control, and if a vote of shareholders to approve continuation of this Agreement is at that time deemed by counsel to the Company to be required by the 1940 Act or any rule or regulation thereunder, the Sub-Adviser agrees to assume all costs associated with soliciting shareholders of a Portfolio to approve continuation of this Agreement. Such expenses include the costs associated with preparation, filing and mailing of a proxy statement, and costs related to soliciting proxies. If such proposed change-of-control of the Sub-Adviser shall occur and Adviser has determined to continue the Agreement with Sub-Adviser upon consummation of the proposed change-in-control and a Portfolio is operating under an exemptive order issued by the Commission to the Adviser with respect to the appointment of sub-advisers absent shareholder approval, the Sub-Adviser agrees to assume all costs and expenses (including the costs of preparation, mailing and filing) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement. If, as a result of a change to a Sub-Adviser’s corporate structure or other organizational change, the Series Fund is requested to consider and ultimately approves a new sub-advisory agreement with an advisory affiliate of a Sub-Adviser to provide advisory services to the Portfolio, the Sub-Adviser (or its advisory affiliate) agrees to pay to the Adviser all costs and expenses (including the costs of preparation, filing, printing and mailing) associated with generating: (i) a prospectus supplement and (ii) an information statement necessary to address the appointment of Sub-Adviser’s advisory affiliate.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the PortfolioPortfolios, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the each Portfolio’s average daily net assets managed by the Sub-Adviser, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s advisory fee for each such Portfolio. This fee will be computed daily and paid to the Sub-Adviser monthly. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement. (c) If in the future Sub-Adviser enters into an agreement to serve as investment sub-adviser to any other sub-advised clients that are open-end management investment companies registered under the 1940 Act with a substantially similar asset size in the same investment mandate and having a substantially similar investment objective, style, strategy and policies as a Portfolio (a “New Sub-Advised Fund Client”) that has the effect of establishing a fee structure in a manner more favorable to such New Sub-Advised Fund Client than the compensation established pursuant to Schedule A to this Agreement, excluding relationship pricing, performance fees and agreements with the Sub-Adviser’s affiliates (hereinafter defined as “Most Favorable Fees”), then the Sub-Adviser will notify the Adviser and offer the opportunity to the same rights or benefits from the Most Favorable Fees with respect to this Agreement. The Sub-Adviser will not agree to determine Most Favorable Fees when a lower effective fee rate with any other comparable client, as defined hereinafter, without simultaneously offering the same effective fee rate to the Adviser for the Portfolio, pursuant to this Agreement. For purposes of this provision, the term “comparable client” shall mean any person or entity, excluding clients whose fees are based on performance and clients who invest in commingled funds, that (1) New Sub-Advised Fund Client enters into an investment management agreement for advisory services with the Sub-Adviser after the date hereof (that is not a renewal, extension of or and on an amendment of an existing agreement) for the management of an account that is comparable or smaller in size (either alone or together with other accounts of it and its affiliates) to the Portfolio and (2) receives similar investment management services to those provided to the Portfolio, including without limitation, having comparable investment guidelines, restrictions and objectives. The determination of the applicability of this provision to any comparable client shall be made at the time of the Sub-Adviser’s agreement to an effective fee rateannual basis.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the PortfolioFunds, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the PortfolioAllocated Portion of each Fund’s average daily net assets managed by the Sub-Adviserassets, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s 's advisory fee for such PortfolioFund. This fee will be computed daily and paid to the Sub-Adviser monthly. If this Agreement becomes effective or terminates with respect to a Fund before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement. (c) The Sub-Adviser will not agree to a lower effective fee rate with any other comparable client, as defined hereinafter, without simultaneously offering the same effective fee rate to the Adviser for the Portfolioa Fund, pursuant to this Agreement. For purposes of this provision, the term "comparable client" shall mean any person or entity, excluding clients whose fees are based on performance and clients who invest in commingled funds, that (1) enters into an investment management agreement with the Sub-Adviser after the date hereof (that is not a renewal, extension of or an amendment of an existing agreement) for the management of an account that is comparable or smaller in size (either alone or together with other accounts of it and its affiliates) to the Portfolio Funds and (2) receives similar investment management services to those provided to the PortfolioFunds, including without limitation, having comparable investment guidelines, restrictions and objectives. The determination of the applicability of this provision to any comparable client shall be made at the time of the Sub-Adviser’s agreement to an effective fee rate. (c) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement and shall bear all expenses as may be expressly provided for in this Agreement. For the avoidance of doubt, the expenses to be paid or borne by the Sub-Adviser hereunder shall include, without limitation, (i) all expenses incurred by it in rendering the services and complying with the obligations and responsibilities of Sub-Adviser as set forth in Section 2; and (ii) those expenses set forth in sub-section (d) below. Without limiting the generality of the foregoing, and subject to sub-section (d) below, the Sub-Adviser shall not be responsible, except to the extent of the reasonable compensation of the Trust’s employees (if any) who are officers or employees of the Sub-Adviser whose services may be involved, for any of the following expenses of a Fund: compensation of the Trustees, a Fund’s distributor, or any of their affiliates; taxes and governmental fees; interest charges; fees and expenses of a Fund’s independent registered public accounting firm and legal counsel; trade association membership dues; fees and expenses of any custodian (including maintenance of books and accounts and calculation of the net asset value of shares of a Fund), transfer agent, registrar and dividend disbursing agent of a Fund; expenses of issuing, selling, redeeming, registering and qualifying for sale shares of beneficial interest in a Fund; expenses of preparing and printing share certificates, prospectuses and reports to shareholders, notices, proxy statements (except as otherwise provided in this Agreement) and reports to regulatory agencies; the cost of office supplies, including stationery; travel expenses of all officers, Trustees and employees; insurance premiums; brokerage and other expenses of executing portfolio transactions; expenses of shareholders’ meetings; organizational expenses; and extraordinary expenses.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the PortfolioSubsidiary, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the PortfolioSubsidiary’s average daily net assets managed by the Sub-Adviser, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s advisory fee for such PortfolioSubsidiary. This fee will be computed daily and paid to the Sub-Adviser monthly. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement. (c) The Sub-Adviser will not agree to a lower effective fee rate with any other comparable client, as defined hereinafter, without simultaneously offering the same effective fee rate to the Adviser for the PortfolioSubsidiary, pursuant to this Agreement. For purposes of this provision, the term “comparable client” shall mean any person or entity, excluding clients whose fees are based on performance and clients who invest in commingled fundscontrolled foreign corporation of a U.S. registered investment company, that (1) enters into an investment management agreement with the Sub-Adviser after the date hereof (that is not a renewal, extension of or an amendment of an existing agreement) for the management of an account that is comparable or smaller in size (either alone or together with other accounts of it and its affiliates) to the Portfolio and (2) receives substantially similar investment management services to those provided to the PortfolioSubsidiary, including without limitation, having comparable substantially similar investment guidelines, restrictions and objectivesobjectives and is an enhanced index fund. The determination of the applicability of this provision to any comparable client shall be made at the time of the Sub-Adviser’s agreement to an effective fee rate.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the Portfolio, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the Portfolio’s average daily net assets managed by the Sub-Adviser, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s advisory fee for such Portfolio. This fee will be computed daily and paid to the Sub-Sub- Adviser monthly. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) The fee rate payable under this Agreement with respect to the Portfolio is set forth on Schedule A, which is attached hereto and made a part of this Agreement. With respect to the Portfolio, the Sub-Adviser agrees to provide notice to the Adviser in accordance with Section 15 of this Agreement in the event that the Sub-Adviser enters into an investment sub-advisory agreement in the future to provide investment sub-advisory services to another registered open- end investment company the shares of which are registered under the 1933 Act and that is managed by a third-party (non-affiliated) investment adviser: (i) with initial assets to be managed by the Sub-Adviser approximately equal to or less than the current assets managed pursuant to this Agreement; and (ii) pursuant to the same investment mandate and for substantially similar services provided to the Portfolio under this Agreement for a lower fee schedule than as provided for in Schedule A. (c) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement, which expenses will not include: (i) brokerage fees or commissions in connection with the execution of securities transactions, (ii) taxes and interest; and (iii) custodian fees and expenses. The expenses to be borne by the Sub- Adviser hereunder shall include, without limitation, (i) all expenses incurred by it in rendering the services and complying with the obligations and responsibilities of Sub-Adviser as set forth in Section 2; and (ii) those expenses set forth in sub-section (d) below. (cd) The Sub-Adviser will not agree agrees to a lower effective fee rate with any other comparable client, as defined hereinafter, without simultaneously offering the same effective fee rate pay to the Adviser for the Portfoliocosts of generating a prospectus supplement, pursuant to this Agreement. For purposes which includes the preparation, filing, printing, and distribution (including mailing) of this provisionthe supplement, the term “comparable client” shall mean any person or entity, excluding clients whose fees are based on performance and clients who invest in commingled funds, that (1) enters into an investment management agreement with if the Sub-Adviser after makes any changes that require immediate disclosure in the date hereof prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, investment personnel, investment style or management, or otherwise (that each such instance, a “Change Event”). In the event the Adviser is not already in the process of preparing a renewal, extension of or an amendment of an existing agreement) for the management of an account that is comparable or smaller in size (either alone or together with other accounts of it and its affiliates) to the Portfolio and (2) receives similar investment management services to those provided to the Portfolio, including without limitation, having comparable investment guidelines, restrictions and objectives. The determination of the applicability of this provision to any comparable client shall be made prospectus supplement at the time the Adviser is notified by the Sub-Adviser of such Change Event, and provided the Company agrees, in its sole discretion, that Sub-Adviser’s changes may be incorporated in a pending supplement, the Sub-Adviser shall pay such costs and expenses as are attributable, on a proportional basis, to the Sub-Adviser’s changes. For purposes of clarity, in the event that the Adviser is preparing a post-effective amendment to the Company’s registration statement on Form N-1A to be filed under Rule 485(b) under the 1933 Act and the Adviser is notified by the Sub-Adviser of a Change Event, Adviser will incorporate such changes associated with the Change Event without any costs or expenses related to the registration statement being borne by the Sub-Adviser. If the Change Event is a proposed change-of-control of the Sub-Adviser that would act to terminate this Agreement, and Adviser has determined to continue the Agreement with Sub-Adviser upon consummation of the proposed change-in-control, and if a vote of shareholders to approve continuation of this Agreement is at that time deemed by counsel to the Company to be required by the 1940 Act or any rule or regulation thereunder, the Sub-Adviser agrees to assume all costs associated with soliciting shareholders of a Portfolio to approve continuation of this Agreement. Such expenses include the costs associated with preparation, filing and mailing of a proxy statement, and costs related to soliciting proxies. If such proposed change-of-control of the Sub-Adviser shall occur and Adviser has determined to continue the Agreement with Sub-Adviser upon consummation of the proposed change-in-control and a Portfolio is operating under an exemptive order issued by the Commission to the Adviser with respect to the appointment of sub-advisers absent shareholder approval, the Sub-Adviser agrees to assume all costs and expenses (including the costs of preparation, mailing and filing) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement. If, as a result of a change to a Sub-Adviser’s corporate structure or other organizational change, the Company is requested to consider and ultimately approves a new sub-advisory agreement with an advisory affiliate of a Sub-Adviser to provide advisory services to the Portfolio, the Sub-Adviser (or its advisory affiliate) agrees to pay to the Adviser all costs and expenses (including the costs of preparation, filing, printing and mailing) associated with generating: (i) a prospectus supplement and (ii) an effective fee rateinformation statement necessary to address the appointment of Sub-Adviser’s advisory affiliate.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the PortfolioPortfolios, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the each Portfolio’s average daily net assets managed by the Sub-Adviser, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s advisory fee for each such Portfolio. This fee will be computed daily and paid to the Sub-Adviser monthlymonthly on or before the 10th business day of the succeeding month and shall be accompanied by a worksheet showing the basis for the fee calculation. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement. (c) The fee rate payable under this Agreement with respect to each of the Portfolios is set forth on Schedule A, which is attached hereto and made a part of this Agreement. With respect to each Portfolio, the Sub-Adviser will not agree agrees to a lower effective fee rate with any other comparable client, as defined hereinafter, without simultaneously offering the same effective fee rate provide notice to the Adviser for in accordance with Section 13 of this Agreement in the Portfolio, event that the Sub-Adviser enters into an investment sub-advisory agreement in the future to provide investment sub-advisory services to another registered investment company (i) with initial assets to be managed by the Sub-Adviser approximately equal to or less than the current assets managed pursuant to this Agreement. For purposes of this provision, the term “comparable client” shall mean any person or entity, excluding clients whose fees are based on performance ; and clients who invest in commingled funds, that (1ii) enters into an investment management agreement with the Sub-Adviser after the date hereof (that is not a renewal, extension of or an amendment of an existing agreement) for the management of an account that is comparable or smaller in size (either alone or together with other accounts of it and its affiliates) pursuant to the Portfolio same investment mandate and (2) receives for substantially similar investment management services to those provided to the Portfolio, including without limitation, having comparable investment guidelines, restrictions and objectives. The determination of the applicability of a Portfolio under this provision to any comparable client shall be made at the time of the Sub-Adviser’s agreement to an effective Agreement for a lower fee rate.schedule than as provided for in Schedule A.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the Portfolio, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the Portfolio’s average daily net assets managed by the Sub-Adviser, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s advisory fee for such Portfolio. This fee will be computed daily and paid to the Sub-Adviser monthly. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement. (c) The Sub-Adviser will not agree promptly notify the Adviser if, after the effective date of this Agreement, the Sub-Adviser enters into an agreement to provide “substantially similar services” to a “comparable third-party fund” for a “substantially similar strategy,” as each such term is defined below, at a lower effective sub-advisory fee rate with any other comparable client, as defined hereinafter, without simultaneously offering than the same effective sub-advisory fee rate to paid by the Adviser for with respect to the Portfolio, pursuant to this Agreement. For purposes the avoidance of doubt, this provision, the term “comparable client” notice obligation shall mean not apply to any person or entity, excluding clients whose fees are based on performance and clients who invest in commingled funds, that (1) enters into an investment management agreement with the Sub-Adviser after the date hereof (that is not a renewal, extension of or an amendment of an existing agreement) for . For purposes of this provision, the term “comparable third-party fund” shall mean any similarly situated sub-advised variable insurance fund registered as an open-end management of an account investment company under the 1940 Act with a “similarly structured fee,” as defined below, and that is comparable has assets under management by the Sub-Adviser similar or smaller in size (either alone or together with other accounts of it and its affiliates) to the Portfolio and (2) receives similar investment management services to those provided to the Portfolio, including without limitation, having comparable investment guidelines, restrictions and objectives. The determination of the applicability of this provision to any comparable client shall be made at the time of the Sub-Adviser’s agreement to an effective fee rate.together

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the Portfolio, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the Portfolio’s average daily net assets managed by the Sub-Adviser, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s advisory fee for such Portfolio. This fee will be computed daily and paid to the Sub-Adviser monthly. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement. (c) The Sub-Adviser will not agree to a lower effective fee rate with any other comparable client, as defined hereinafter, without simultaneously offering the same effective fee rate to the Adviser for the Portfolio, pursuant to this Agreement. For purposes of this provision, the term “comparable client” shall mean any person or entityentity structured as a US registered investment company, excluding clients whose fees are based on performance performance, clients that maintain multiple mandates, and clients who invest in commingled funds(including US registered investment company clients) acquired by the Sub-Adviser or its affiliates through purchase, business combinations or the like, that (1) enters into an investment management agreement with the Sub-Adviser after the date hereof (that is not a renewal, extension of or an amendment of an existing agreement) for the management of an account domiciled in the same jurisdiction as the Portfolio that is of comparable size or smaller in size (either alone or together with other accounts of it and its affiliates) to the Portfolio and (2) receives similar investment management services to those provided to the Portfolio, including without limitation, having comparable investment guidelines, restrictions and objectives. The determination of the applicability of this provision to any comparable client shall be made at the time of the Sub-Adviser’s agreement to an effective fee rate. (c) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement and shall bear all expenses as may be expressly provided for in this Agreement. For the avoidance of doubt, the expenses to be paid or borne by the Sub-Adviser hereunder shall include, without limitation, (i) all expenses incurred by it in rendering the services and complying with the obligations and responsibilities of Sub-Adviser as set forth in Section 2; and (ii) those expenses set forth in sub-section (d) below. (d) The Sub-Adviser agrees to pay to the Adviser the costs of generating a prospectus supplement, which includes the preparation, filing, printing, and distribution (including mailing) of the supplement, if the Sub-Adviser makes any changes that require immediate disclosure in the prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, investment personnel, investment style or management, or otherwise (each such instance, a “Change Event”). In the event the Adviser is already in the process of preparing a prospectus supplement at the time the Adviser is notified by the Sub-Adviser of any such Change Event, and provided the Company agrees, in its sole discretion, that Sub-Adviser’s changes may be incorporated in a pending supplement, the Sub-Adviser shall pay such costs and expenses as are attributable, on a proportional basis, to report on Sub-Adviser’s Change Event. If the Change Event is a proposed change-of-control of the Sub-Adviser that would act to terminate this Agreement, and Adviser has determined to conitnue the Agreement with Sub-Adviser upon consummation of the proposed change-in-control, and if a vote of shareholders to approve continuation of this Agreement is at that time deemed by counsel to the Company to be required by the 1940 Act or any rule or regulation thereunder, the Sub-Adviser agrees to assume all costs associated with soliciting shareholders of a Portfolio to approve continuation of this Agreement. Such expenses include the costs associated with preparation, filing and mailing of a proxy statement, and costs related to soliciting proxies. If such proposed change-of-control of the Sub- Adviser shall occur and Adviser has determined to continue the Agreement with Sub-Adviser upon consummation of the proposed change-in-control and a Portfolio is operating under an exemptive order issued by the Commission to the Adviser with respect to the appointment of sub-advisers absent shareholder approval, the Sub-Adviser agrees to assume all costs and expenses (including the costs of preparation, mailing and filing) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement. If, as a result of a change to a Sub-Adviser’s corporate structure or other organizational change, the Company is requested to consider and ultimately approves a new sub-advisory agreement with an advisory affiliate of a Sub-Adviser to provide advisory services to the Portfolio, the Sub-Adviser (or its advisory affiliate) agrees to pay to the Adviser all costs and expenses (including the costs of preparation, filing, printing and mailing) associated with generating: (i) a prospectus supplement and (ii) an information statement necessary to address the appointment of Sub-Adviser’s advisory affiliate.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the PortfolioPortfolios, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the each Portfolio’s average daily net assets managed by the Sub-Adviser, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s advisory fee for each such Portfolio. This fee will be computed daily and paid to the Sub-Adviser monthly. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement. (c) The Sub-Adviser will not agree to a lower effective fee rate with any other comparable client, as defined hereinafter, without simultaneously offering the same effective fee rate to the Adviser for the Portfolio, pursuant to this Agreement. For purposes of this provision, the term “comparable client” shall mean any person or entity, excluding clients whose fees are based on performance and clients who invest in commingled funds, that (1) enters into an investment management agreement with the Sub-Adviser after the date hereof (that is not a renewal, extension of or an amendment of an existing agreement) for the management of an account that is comparable or smaller in size (either alone or together with other accounts of it and its affiliates) pursuant to the Portfolio and (2) receives similar investment management services duties it has assumed under the Agreement. For the avoidance of doubt, the expenses to those provided to be paid or borne by the PortfolioSub-Adviser hereunder includes, including without limitation, having comparable investment guidelines, restrictions (i) all expenses incurred by it in rendering the services and objectives. The determination complying with the obligations and responsibilities of the applicability of this provision to any comparable client shall be made at the time of the Sub-Adviser’s agreement Adviser as set forth in Section 2; and (ii) those reasonable expenses related to an effective fee rateSub-Adviser changes as the parties will agree to separately.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the Portfolio, the Adviser will pay to the Sub-Adviser as full compensation therefor there for a fee at an annual rate equal to a percentage of the Portfolio’s average daily net assets managed by the Sub-Adviser, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s advisory fee for such Portfolio. This fee will be computed daily and paid to the Sub-Adviser monthly. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement. (c) The Sub-Adviser will not agree to a lower effective fee rate with any other comparable client, as defined hereinafter, without simultaneously offering the same effective fee rate to the Adviser for the Portfolio, pursuant to this Agreement. For purposes of this provision, the term “comparable client” shall mean any person or entity, excluding clients whose fees are based on performance and clients who invest in commingled funds, that (1) enters into an investment management agreement with the Sub-Adviser after the date hereof (that is not a renewal, extension of or an amendment of an existing agreement) for the management of an account that is comparable or smaller in size (either alone or together with other accounts of it and its affiliates) to the Portfolio and (2) receives similar investment management services to those provided to the Portfolio, including without limitation, having comparable investment guidelines, restrictions and objectives. The determination of the applicability of this provision to any comparable client shall be made at the time of the Sub-Adviser’s agreement to an effective fee rate.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the Portfolio, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the Portfolio’s average daily net assets managed by the Sub-Adviser, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s advisory fee for such Portfolio. This fee will be computed daily and paid to the Sub-Adviser Sub­Adviser monthly. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement. (c) The Sub-Adviser will not agree to a lower effective fee rate with any other comparable client, as defined hereinafter, without simultaneously offering the same effective fee rate to the Adviser for the Portfolio, pursuant to this Agreement. For purposes of this provision, the term “comparable client” shall mean any person or entity, excluding clients whose fees are based on performance and clients who invest in commingled fundsfunds (which term does not include investment companies under the 1940 Act), that (1) enters into an investment management agreement with the Sub-Adviser after the date hereof (that is not a renewal, extension of or an amendment of an existing agreement) for the management of an account that is comparable or smaller in size (either alone or together with other accounts of it and its affiliates) to the Portfolio and (2) receives similar investment management services to those provided to the Portfolio, including without limitation, having comparable investment guidelines, restrictions and objectives. The determination of the applicability of this provision to any comparable client shall be made at the time of the Sub-Adviser’s agreement to an effective fee rate.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the Portfolio, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the Portfolio’s average daily net assets managed by the Sub-Adviser, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s advisory fee for such Portfolio. This fee will be computed daily and paid to the Sub-Sub- Adviser monthly. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement. (c) The Sub-Adviser will not agree to a lower effective fee rate with any other comparable client, as defined hereinafter, without simultaneously offering the same effective fee rate to the Adviser for the Portfolio, pursuant to this Agreement. For purposes of this provision, the term “comparable client” shall mean any person or entity, excluding clients whose fees are based on performance and clients who invest in commingled funds, that (1) enters into an investment management agreement with the Sub-Adviser after the date hereof (that is not a renewal, extension of or an amendment of an existing agreement) for the management of an account that is comparable or smaller in size (either alone or together with other accounts of it and its affiliates) to the Portfolio and (2) receives similar investment management services to those provided to the Portfolio, including without limitation, having comparable investment guidelines, restrictions and objectives. The determination of the applicability of this provision to any comparable client shall be made at the time of the Sub-Adviser’s agreement to an effective fee rate. (c) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement and shall bear all expenses as may be expressly provided for in this Agreement. For the avoidance of doubt, the expenses to be paid or borne by the Sub-Adviser hereunder shall include, without limitation, (i) all expenses incurred by it in rendering the services and complying with the obligations and responsibilities of Sub- Adviser as set forth in Section 2; and (ii) those expenses set forth in sub-section (d) below. (d) The Sub-Adviser agrees to pay to the Adviser the costs of generating a prospectus supplement, which includes the preparation, filing, printing, and distribution (including mailing) of the supplement, if the Sub-Adviser makes any changes that require immediate disclosure in the prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, investment personnel, investment style or management, or otherwise (each such instance, a “Change Event”). In the event the Adviser is already in the process of preparing a prospectus supplement at the time the Adviser is notified by the Sub-Adviser of such Change Event, and provided the Company agrees, in its sole discretion, that Sub-Adviser’s changes may be incorporated in a pending supplement, the Sub-Adviser shall pay such costs and expenses as are attributable, on a proportional basis, to the Sub-Adviser’s Changes. If the Change Event is a proposed change-of-control of the Sub-Adviser that would act to terminate this Agreement, and Adviser has determined to continue the Agreement with Sub- Adviser upon consummation of the proposed change-in-control, and if a vote of shareholders to approve continuation of this Agreement is at that time deemed by counsel to the Company to be required by the 1940 Act or any rule or regulation thereunder, the Sub-Adviser agrees to assume all costs associated with soliciting shareholders of a Portfolio to approve continuation of this Agreement. Such expenses include the costs associated with preparation, filing and mailing of a proxy statement, and costs related to soliciting proxies. If such proposed change-of-control of the Sub-Adviser shall occur and Adviser has determined to continue the Agreement with Sub-Adviser upon consummation of the proposed change-in-control and a Portfolio is operating under an exemptive order issued by the Commission to the Adviser with respect to the appointment of sub-advisers absent shareholder approval, the Sub-Adviser agrees to assume all costs and expenses (including the costs of preparation, mailing and filing) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement. If, as a result of a change to a Sub-Adviser’s corporate structure or other organizational change, the Company is requested to consider and ultimately approves a new sub-advisory agreement with an advisory affiliate of a Sub-Adviser to provide advisory services to the Portfolio, the Sub-Adviser (or its advisory affiliate) agrees to pay to the Adviser all costs and expenses (including the costs of preparation, filing, printing and mailing) associated with generating: (i) a prospectus supplement and (ii) an information statement necessary to address the appointment of Sub-Adviser’s advisory affiliate.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the Portfolio, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the Portfolio’s average daily net assets managed by the Sub-Adviser, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s advisory fee for such Portfolio. This fee will be computed daily and paid to the Sub-Adviser monthly. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) Sub-Adviser agrees to notify the Adviser of any lower fee rate it charges any new sub-advised fund which is registered as an open-end investment company under the 1940 Act utilizing the same investment strategy (large cap blend) as the Portfolio (e.g. where a fund’s initial investment in the Portfolio’s strategy with the Sub-Adviser occurs after the date hereof) with assets under management in the Portfolio’s strategy of equal or smaller size (“Comparable Client”), except to the extent such rate results from a fee concession or waiver due to extenuating circumstances, or from a relationship rebate or discount granted in connection with investments in multiple accounts, strategies or vehicles. “Comparable Client” shall exclude a client that: (i) is an affiliate of the Sub-Adviser, (ii) is an investment vehicle sponsored by the Sub-Adviser or its affiliates, (iii) maintains a larger overall relationship with the Sub-Adviser and its asset management affiliates based on total assets under management, annualized revenues, or number of investment strategies, (iv) is of a different type (e.g., retirement, benefit or pension plan, corporation, endowment/foundation, insurance company, wrap program, sovereign wealth fund, outsourced CIO, central bank), or (v) has a different (a) country of domicile, (b) servicing requirement, (c) fee type (e.g., asset-based vs. performance-based), (d) lock-up period or (e) investment vehicle into which it is invested. Groups of funds comprising a single overall relationship (e.g., due to affiliation, overlapping personnel, or a common relationship through a fiduciary) may be considered a single fund for purposes of this paragraph. (c) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement and shall bear all expenses as may be expressly provided for in this Agreement. For the avoidance of doubt, the expenses to be paid or borne by the Sub-Adviser hereunder shall include, without limitation, (i) all expenses incurred by it in rendering the services and complying with the obligations and responsibilities of Sub-Adviser as set forth in Section 2; and (ii) those expenses set forth in sub-section (d) below. (cd) The Sub-Adviser will not agree agrees to a lower effective fee rate with any other comparable client, as defined hereinafter, without simultaneously offering the same effective fee rate pay to the Adviser for the Portfoliocosts of generating a prospectus supplement, pursuant to this Agreement. For purposes which includes the preparation, filing, printing, and distribution (including mailing) of this provisionthe supplement, the term “comparable client” shall mean any person or entity, excluding clients whose fees are based on performance and clients who invest in commingled funds, that (1) enters into an investment management agreement with if the Sub-Adviser after makes any changes that require immediate disclosure in the date hereof prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, investment personnel, investment style or management, or otherwise (that each such instance, a “Change Event”). In the event the Adviser is not already in the process of preparing a renewal, extension of or an amendment of an existing agreement) for the management of an account that is comparable or smaller in size (either alone or together with other accounts of it and its affiliates) to the Portfolio and (2) receives similar investment management services to those provided to the Portfolio, including without limitation, having comparable investment guidelines, restrictions and objectives. The determination of the applicability of this provision to any comparable client shall be made prospectus supplement at the time the Adviser is notified by the Sub-Adviser of such Change Event, and provided the Company agrees, in its sole discretion, that Sub-Adviser’s changes may be incorporated in a pending supplement, the Sub-Adviser shall pay such costs and expenses as are attributable, on a proportional basis, to the Sub-Adviser’s Changes. If the Change Event is a proposed change-of-control of the Sub-Adviser that would act to terminate this Agreement, and Adviser has determined to continue the Agreement with Sub-Adviser upon consummation of the proposed change-in-control, and if a vote of shareholders to approve continuation of this Agreement is at that time deemed by counsel to the Company to be required by the 1940 Act or any rule or regulation thereunder, the Sub-Adviser agrees to assume all costs associated with soliciting shareholders of a Portfolio to approve continuation of this Agreement. Such expenses include the costs associated with preparation, filing and mailing of a proxy statement, and costs related to soliciting proxies. If such proposed change-of-control of the Sub-Adviser shall occur and Adviser has determined to continue the Agreement with Sub-Adviser upon consummation of the proposed change-in-control and a Portfolio is operating under an exemptive order issued by the Commission to the Adviser with respect to the appointment of sub-advisers absent shareholder approval, the Sub-Adviser agrees to assume all costs and expenses (including the costs of preparation, mailing and filing) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement. If, as a result of a change to a Sub-Adviser’s corporate structure or other organizational change, the Company is requested to consider and ultimately approves a new sub-advisory agreement with an advisory affiliate of a Sub-Adviser to provide advisory services to the Portfolio, the Sub-Adviser (or its advisory affiliate) agrees to pay to the Adviser all costs and expenses (including the costs of preparation, filing, printing and mailing) associated with generating: (i) a prospectus supplement and (ii) an effective fee rateinformation statement necessary to address the appointment of Sub-Adviser’s advisory affiliate.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc)

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Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the Portfolio, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the Portfolio’s average daily net assets managed by the Sub-Adviser, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s advisory fee for such Portfolio. This fee will be computed daily and paid to the Sub-Adviser monthlymonthly on or before the 10th business day of the succeeding month and shall be accompanied by a worksheet showing the basis for the fee calculation. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement. (c) The fee rate payable under this Agreement with respect to the Portfolio is set forth on Schedule A, which is attached hereto and made a part of this Agreement. With respect to the Portfolio, the Sub-Adviser will not agree agrees to a lower effective fee rate with any other comparable client, as defined hereinafter, without simultaneously offering the same effective fee rate provide notice to the Adviser for in accordance with Section 13 of this Agreement in the Portfolio, event that the Sub-Adviser enters into an investment sub-advisory agreement in the future to provide investment sub-advisory services to another registered investment company (i) with initial assets to be managed by the Sub-Adviser approximately equal to or less than the current assets managed pursuant to this Agreement. For purposes of this provision, ; and (ii) pursuant to the term “comparable client” shall mean any person or entity, excluding clients whose fees are based on performance same investment mandate and clients who invest in commingled funds, that (1) enters into an investment management agreement with the Sub-Adviser after the date hereof (that is not a renewal, extension of or an amendment of an existing agreement) for the management of an account that is comparable or smaller in size (either alone or together with other accounts of it and its affiliates) substantially similar services provided to the Portfolio and (2) receives similar investment management services to those under this Agreement for a lower fee schedule than as provided to the Portfolio, including without limitation, having comparable investment guidelines, restrictions and objectives. The determination of the applicability of this provision to any comparable client shall be made at the time of the Sub-Adviser’s agreement to an effective fee rate.for in Schedule A.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the PortfolioFunds, the Adviser will pay to the Sub-Adviser as full compensation therefor therefor, a fee at an annual rate equal to a percentage of the PortfolioAllocated Portion of each Fund’s average daily net assets managed by the Sub-Adviserassets, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s 's advisory fee for such PortfolioFund. This fee will be computed daily and paid to the Sub-Adviser monthly. If this Agreement becomes effective or terminates with respect to a Fund before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) During For so long as the term total of this Agreementthe Allocated Portions of each Fund’s average daily net assets equals or exceeds $400 million, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement. (c) The Sub-Adviser will not agree to a lower effective fee rate with any other comparable client, as defined hereinafter, without simultaneously offering the same effective fee rate to the Adviser for the Portfolioa Fund, pursuant to this Agreement. For purposes of this provision, the term "comparable client" shall mean any person or entity, excluding clients whose fees are based on performance and clients who invest in commingled funds, that (1) enters into an investment management agreement with the Sub-Adviser after the date hereof (that is not a renewal, extension of or an amendment of an existing agreement) for the management of an account that is comparable or smaller in size (either alone or together with other accounts of it and its affiliates) to the Portfolio Funds and (2) receives similar investment management services to those provided to the PortfolioFunds, including without limitation, having comparable investment guidelines, restrictions and objectives. The determination of the applicability of this provision to any comparable client shall be made at the time of the Sub-Adviser’s agreement to an effective fee rate. If, after a change in fee rate pursuant to this paragraph, the total of the Allocated Portions of each Fund’s average daily net assets decreases to less than $400 million, or the relationship with the comparable client is terminated or the fee schedule is increased, the fee payable to the Sub-Adviser will increase back to the original fee schedule, or such other schedule that would be required by the terms of this paragraph. (c) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement and shall bear all expenses as may be expressly provided for in this Agreement. For the avoidance of doubt, the expenses to be paid or borne by the Sub-Adviser hereunder shall include, without limitation, (i) all expenses incurred by it in rendering the services and complying with the obligations and responsibilities of Sub-Adviser as set forth in Section 2; and (ii) those expenses set forth in sub-section (d) below. (d) The Sub-Adviser agrees to pay to the Adviser the costs of generating a prospectus supplement, which includes the preparation, filing, printing, and distribution (including mailing) of the supplement, if the Sub-Adviser makes any changes that require immediate disclosure in the prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, investment personnel, investment style or management, or otherwise (each such instance, a “Change Event”). In the event the Adviser is already in the process of preparing a prospectus supplement at the time the Adviser is notified by the Sub-Adviser of such Change Event, and provided the Trust agrees, in its sole discretion, that Sub-Adviser’s changes may be incorporated in a pending supplement, the Sub-Adviser shall pay such costs and expenses as are attributable, on a proportional basis, to the Sub-Adviser’s Changes. The Sub-Adviser further agrees to pay the Adviser for the costs of any special Board meeting convened for the primary benefit of the Sub-Adviser related to any Change Event. If the Change Event is a proposed change-of-control of the Sub-Adviser that would act to terminate this Agreement, and Adviser has determined to continue the Agreement with Sub-Adviser upon consummation of the proposed change-in-control, and if a vote of shareholders to approve continuation of this Agreement is at that time deemed by counsel to the Trust to be required by the 1940 Act or any rule or regulation thereunder, the Sub-Adviser agrees to assume all costs associated with soliciting shareholders of a Fund to approve continuation of this Agreement. Such expenses include the costs associated with preparation, filing and mailing of a proxy statement, and costs related to soliciting proxies. If such proposed change-of-control of the Sub-Adviser shall occur and Adviser has determined to continue the Agreement with Sub-Adviser upon consummation of the proposed change-in-control and a Fund is operating under an exemptive order issued by the Commission to the Adviser with respect to the appointment of sub-advisers absent shareholder approval, the Sub-Adviser agrees to assume all costs and expenses (including the costs of preparation, mailing and filing) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement. If, as a result of a change to a Sub-Adviser’s corporate structure or other organizational change, the Trust is requested to consider and ultimately approves a new sub-advisory agreement with an advisory affiliate of a Sub-Adviser to provide advisory services to the Funds, the Sub-Adviser (or its advisory affiliate) agrees to pay to the Adviser all costs and expenses (including the costs of preparation, filing, printing and mailing) associated with generating: (i) a prospectus supplement and (ii) an information statement necessary to address the appointment of Sub-Adviser’s advisory affiliate.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the Portfolio, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the Portfolio’s average daily net assets managed by the Sub-Adviser, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s advisory fee for such the Portfolio. This fee will be computed daily and paid to the Sub-Adviser monthly. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) If in the future Sub-Adviser enters into an agreement to serve as investment sub- adviser to any other sub-advised clients that are open-end management investment companies registered under the 1940 Act with a substantially similar asset size in the same investment mandate and having a substantially similar investment objective, style, strategy and policies as the Portfolio (a “New Sub-Advised Fund Client”) that has the effect of establishing a fee structure in a manner more favorable to such New Sub-Advised Fund Client than the compensation established pursuant to Schedule A to this Agreement, excluding relationship pricing, performance fees and agreements with the Sub-Adviser’s affiliates (hereinafter defined as “Most Favorable Fees”), then the Sub-Adviser will notify the Adviser and offer the opportunity to the same rights or benefits from the Most Favorable Fees with respect to this Agreement. The Sub- Adviser will determine Most Favorable Fees when a New Sub-Advised Fund Client enters into an agreement for advisory services with the Sub-Adviser and on an annual basis. (c) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement. (c) The Sub-Adviser will not agree to a lower effective fee rate with any other comparable client, Agreement and shall bear all expenses as defined hereinafter, without simultaneously offering the same effective fee rate to the Adviser may be expressly provided for the Portfolio, pursuant to in this Agreement. For purposes the avoidance of this provisiondoubt, the term “comparable client” shall mean any person expenses to be paid or entity, excluding clients whose fees are based on performance and clients who invest in commingled funds, that (1) enters into an investment management agreement with borne by the Sub-Adviser hereunder shall include, without limitation, (i) all expenses incurred by it in rendering the services and complying with the obligations and responsibilities of Sub- Adviser as set forth in Section 2; and (ii) those expenses set forth in sub-section (d) below. (d) Upon request, the Sub-Adviser agrees to pay to the Adviser the costs of printing and mailing the supplement, if the Sub-Adviser makes any changes that require immediate disclosure in the prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, investment personnel, investment style or management, or otherwise where such disclosures are required under applicable law to be distributed to existing annuity contract holders and life policy holders (each such instance, a “Change Event”). In the event the Adviser is already in the process of preparing a prospectus supplement at the time the Adviser is notified by the Sub-Adviser of any such Change Event, and provided the Company agrees, in its sole discretion, that Sub-Adviser’s changes may be incorporated in a pending supplement, the Sub-Adviser shall pay such costs and expenses as are attributable, on a proportional basis, to report on Sub-Adviser’s Change Event. The Adviser agrees to provide the Sub-Adviser a detailed invoice of any such printing and mailing expenses for which it seeks reimbursement in accordance with this section not later than six months after the date hereof (expenses are incurred. If the Change Event is a proposed change-of-control of the Sub-Adviser that would act to terminate this Agreement, and Adviser has determined to continue the Agreement with Sub- Adviser upon consummation of the proposed change-in-control, and if a vote of shareholders to approve continuation of this Agreement is not a renewal, extension of or an amendment of an existing agreement) for the management of an account at that is comparable or smaller in size (either alone or together with other accounts of it and its affiliates) time deemed by counsel to the Company to be required by the 1940 Act or any rule or regulation thereunder, the Sub-Adviser agrees to assume all costs associated with soliciting shareholders of a Portfolio to approve continuation of this Agreement. Such expenses include the costs associated with printing and (2) receives similar investment management mailing a proxy statement, and costs related to soliciting proxies. If such proposed change-of-control of the Sub-Adviser shall occur and Adviser has determined to continue the Agreement with Sub-Adviser upon consummation of the proposed change-in-control and a Portfolio is operating under an exemptive order issued by the Commission to the Adviser with respect to the appointment of sub-advisers absent shareholder approval, the Sub-Adviser agrees to assume the costs of printing and mailing an information statement, required by the exemptive order containing all information that would be included in a proxy statement. The Adviser hereby represents and warrants that the Portfolio is currently operating under such an exemptive order, and the Adviser shall promptly notify the Sub-Adviser if the Portfolio ceases to operate under such exemptive order. If, as a result of a change to a Sub-Adviser’s corporate structure or other organizational change, the Company is requested to consider and ultimately approves a new sub-advisory agreement with an advisory affiliate of a Sub-Adviser to provide advisory services to those provided to the Portfolio, including without limitation, having comparable investment guidelines, restrictions the Sub-Adviser (or its advisory affiliate) agrees to pay to the Adviser the costs of printing and objectives. The determination mailing: (i) a prospectus supplement and (ii) an information statement necessary to address the appointment of the applicability of this provision to any comparable client shall be made at the time of the Sub-Adviser’s agreement to an effective fee rateadvisory affiliate.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the Portfolio, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the Portfolio’s average daily net assets managed by the Sub-Adviser, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s advisory fee for such Portfolio. This fee will be computed daily and paid to the Sub-Adviser monthly. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement, which expenses will not include (i) brokerage fees or commissions in connection with the execution of securities transactions, (ii) taxes and interest, and (iii) custodian fees and expenses. (c) The fee rate payable under this Agreement with respect to the Portfolio is set forth on Schedule A, which is attached hereto and made a part of this Agreement. With respect to the Portfolio, the Sub-Adviser will not agree agrees to a lower effective fee rate with any other comparable client, as defined hereinafter, without simultaneously offering the same effective fee rate provide notice to the Adviser for in accordance with Section 14 of this Agreement in the Portfolio, event that the Sub-Adviser enters into an investment sub-advisory agreement in the future to provide investment sub-advisory services to another registered open-end investment company the shares of which are registered under the 1933 Act and that is managed by a third-party (non-affiliated) investment adviser (i) with initial assets to be managed by the Sub-Adviser approximately equal to or less than the current assets managed pursuant to this Agreement. For purposes of this provision, ; and (ii) pursuant to the term “comparable client” shall mean any person or entity, excluding clients whose fees are based on performance same investment mandate and clients who invest in commingled funds, that (1) enters into an investment management agreement with the Sub-Adviser after the date hereof (that is not a renewal, extension of or an amendment of an existing agreement) for the management of an account that is comparable or smaller in size (either alone or together with other accounts of it and its affiliates) substantially similar services provided to the Portfolio and (2) receives similar investment management services to those under this Agreement for a lower fee schedule than as provided to the Portfolio, including without limitation, having comparable investment guidelines, restrictions and objectives. The determination of the applicability of this provision to any comparable client shall be made at the time of the Sub-Adviser’s agreement to an effective fee rate.for in Schedule A.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the PortfolioPortfolios, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the each Portfolio’s average daily net assets managed by the Sub-Adviser, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s advisory fee for each such Portfolio. This fee will be computed daily and paid to the Sub-Adviser monthly. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) The Adviser, the Company and the Portfolios shall assume and pay their respective organizational, operational, and business expenses not specifically assumed or agreed to be paid by the Sub-Adviser pursuant to this Agreement. During the term of this Agreement, the Sub-Adviser will pay all its own organizational, operational, and business expenses incurred by it in connection with its activities under the Agreement.Agreement but shall not be obligated to pay any expenses of the Adviser, the Company, or the Portfolios, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other investment instruments for the Portfolios; and (c) The Sub-Adviser will not agree to custodian fees and expenses. Any reimbursement of management fees required by any expense limitation provision and any liability arising out of a lower effective fee rate with any other comparable client, as defined hereinafter, without simultaneously offering the same effective fee rate to the Adviser for the Portfolio, pursuant to this Agreement. For purposes violation of this provision, the term “comparable client” shall mean any person or entity, excluding clients whose fees are based on performance and clients who invest in commingled funds, that (1Section 36(b) enters into an investment management agreement with the Sub-Adviser after the date hereof (that is not a renewal, extension of or an amendment of an existing agreement) for the management of an account that is comparable or smaller in size (either alone or together with other accounts of it and its affiliates) to the Portfolio and (2) receives similar investment management services to those provided to the Portfolio, including without limitation, having comparable investment guidelines, restrictions and objectives. The determination of the applicability of this provision to any comparable client 1940 Act shall be made at the time sole responsibility of the Sub-Adviser’s agreement to an effective fee rate.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the PortfolioPortfolios, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the each Portfolio’s average daily net assets managed by the Sub-Adviser, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s advisory fee for each such Portfolio. This fee will be computed daily and paid to the Sub-Adviser monthlymonthly on or before the 10th business day of the succeeding month and shall be accompanied by a worksheet showing the basis for the fee calculation. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) The fee rate payable under this Agreement with respect to each of the Portfolios is set forth on Schedule A, which is attached hereto and made a part of this Agreement. With respect to each Portfolio, the Sub-Adviser agrees to provide notice to the Adviser in accordance with Section 17 of this Agreement in the event that the Sub-Adviser enters into an investment sub-advisory agreement in the future to provide investment sub-advisory services to another registered investment company (i) with initial assets to be managed by the Sub-Adviser approximately equal to or less than the current assets managed pursuant to this Agreement; and (ii) pursuant to the same investment mandate and for substantially similar services provided to a Portfolio under this Agreement for a lower fee schedule than as provided for in Schedule A. (c) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement. For the avoidance of doubt, the expenses to be paid or borne by the Sub-Adviser hereunder includes, without limitation, (i) all expenses incurred by it in rendering the services and complying with the obligations and responsibilities of Sub-Adviser as set forth in Section 2; and (ii) those expenses set forth in subsection (d) below. (cd) The Sub-Adviser will not agree agrees to a lower effective fee rate with any other comparable client, as defined hereinafter, without simultaneously offering the same effective fee rate pay to the Adviser for the Portfoliocosts of generating a prospectus supplement, pursuant to this Agreement. For purposes which includes the preparation, filing, printing, and distribution (including mailing) of this provisionthe supplement, the term “comparable client” shall mean any person or entity, excluding clients whose fees are based on performance and clients who invest in commingled funds, that (1) enters into an investment management agreement with if the Sub-Adviser after makes any changes that require immediate disclosure in the date hereof prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, investment personnel, investment style or management, or otherwise (that “Changes”). In the event the Adviser is not already in the process of preparing a renewal, extension of or an amendment of an existing agreement) for the management of an account that is comparable or smaller in size (either alone or together with other accounts of it and its affiliates) to the Portfolio and (2) receives similar investment management services to those provided to the Portfolio, including without limitation, having comparable investment guidelines, restrictions and objectives. The determination of the applicability of this provision to any comparable client shall be made prospectus supplement at the time the Adviser is notified by the Sub-Adviser of such Changes, and provided the Company agrees, in its sole discretion, that Sub-Adviser’s changes may be incorporated in a pending supplement, the Sub-Adviser shall pay such costs and expenses as are attributable, on a proportional basis, to the Sub-Adviser’s Changes. In the event that there is a proposed change of control of the Sub-Adviser that would act to terminate this Agreement, if a vote of shareholders to approve continuation of this Agreement is at that time deemed by counsel to the Company to be required by the 1940 Act or any rule or regulation thereunder, the Sub-Adviser agrees to assume all costs associated with soliciting shareholders of the appropriate Portfolio(s), to approve continuation of this Agreement. Such expenses include the costs associated with preparation, filing and mailing of a proxy statement, of soliciting proxies, and costs associated with changes to the Adviser’s internal technology systems. In the event that such proposed change in control of the Sub-Adviser shall occur and the Portfolio(s) are operating under an exemptive order issued by the SEC to the Adviser with respect to the appointment of sub-advisers absent shareholder approval, the Sub-Adviser agrees to assume all costs and expenses (including the costs of preparation, mailing and filing, and costs associated with changes to the Adviser’s internal technology systems) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement. If, as a result of a change to a Sub-Adviser’s corporate structure or other organizational change, the Series Fund is requested to consider and ultimately approves a new sub-advisory agreement with an advisory affiliate of a Sub-Adviser to provide advisory services to one or more of the Portfolios, the Sub-Adviser (or its advisory affiliate) agrees to pay to the Adviser all costs and expenses (including the costs of preparation, filing, printing and mailing) associated with generating: (i) a prospectus supplement and (ii) an effective fee rateinformation statement necessary to address the appointment of Sub-Adviser’s advisory affiliate.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the PortfolioPortfolios, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the each Portfolio’s average daily net assets managed by the Sub-Adviser, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s advisory fee for such Portfolio. This fee will be computed daily and paid to the Sub-Adviser monthly. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement. (c) The Sub-Adviser will not agree to a lower effective fee rate with any other comparable client, as defined hereinafter, without simultaneously offering the same effective fee rate to the Adviser for the particular Portfolio, pursuant to this Agreement. For purposes of this provision, the term “comparable client” shall mean any person or entity, excluding clients whose fees are based on performance and performance, clients who invest in commingled funds, and clients that have a larger overall investment management relationship with the Sub-Adviser, that (1) enters into an investment management agreement with the Sub-Adviser after the date hereof (that is not a renewal, extension of or an amendment of an existing agreement) for the management of an account that is comparable or smaller in size (either alone or together with other accounts of it and its affiliates) to the particular Portfolio and (2) receives similar investment management services to those provided to the particular Portfolio, including without limitation, having comparable investment guidelines, restrictions and objectives. The determination of the applicability of this provision to any comparable client shall be made at the time of the Sub-Adviser’s agreement to an effective fee rate.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the PortfolioFunds, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the PortfolioAllocated Portion of each Fund’s average daily net assets managed by the Sub-Adviserassets, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s advisory fee for such PortfolioFund. This fee will be computed daily and paid to the Sub-Adviser monthly. If this Agreement becomes effective or terminates with respect to a Fund before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement. (c) The Sub-Adviser will not agree to a lower effective fee rate with any other comparable client, as defined hereinafter, without simultaneously offering the same effective fee rate to the Adviser for the Portfolioa Fund, pursuant to this Agreement. For purposes of this provision, the term "comparable client" shall mean any person or entity, entity (excluding clients whose fees are based on performance and clients who invest in commingled funds, funds or wrap fee programs) that (1) enters into an investment management agreement with the Sub-Adviser after the date hereof (that is not a renewal, extension of or an amendment of an existing agreement) for the management of an account that is comparable or smaller in size (either alone or together with other accounts of it and its affiliates) to the Portfolio Funds and (2) receives substantially similar investment management services to those provided to the PortfolioFunds, including without limitation, having comparable investment guidelines, restrictions and objectives. The determination of the applicability of this provision to any comparable client shall be made at the time of the Sub-Adviser’s agreement to an effective fee rate. (c) The Sub-Adviser agrees to pay to the Adviser the costs of generating a prospectus supplement, which includes the preparation, filing, printing, and distribution (including mailing) of the supplement, if the Sub-Adviser makes any changes that require immediate disclosure in the prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, investment personnel, investment style or management, or otherwise (each such instance, a “Change Event”). In the event the Adviser is already in the process of preparing a prospectus supplement at the time the Adviser is notified by the Sub-Adviser of such Change Event, and provided the Trust agrees, in its sole discretion, that Sub-Adviser’s changes may be incorporated in a pending supplement, the Sub-Adviser shall pay such costs and expenses as are attributable, on a proportional basis, to the Sub-Adviser’s Changes. The Sub-Adviser further agrees to pay the Adviser for the costs of any special Board meeting convened for the primary benefit of the Sub-Adviser related to any Change Event. If the Change Event is a proposed change-of-control of the Sub-Adviser that would act to terminate this Agreement, and Adviser has determined to continue the Agreement with Sub- Adviser upon consummation of the proposed change-in-control, and if a vote of shareholders to approve continuation of this Agreement is at that time deemed by counsel to the Trust to be required by the 1940 Act or any rule or regulation thereunder, the Sub-Adviser agrees to assume all costs associated with soliciting shareholders of a Fund to approve continuation of this Agreement. Such expenses include the costs associated with preparation, filing and mailing of a proxy statement, and costs related to soliciting proxies. If such proposed change-of-control of the Sub-Adviser shall occur and Adviser has determined to continue the Agreement with Sub-Adviser upon consummation of the proposed change-in-control and a Fund is operating under an exemptive order issued by the Commission to the Adviser with respect to the appointment of sub-advisers absent shareholder approval, the Sub-Adviser agrees to assume all costs and expenses (including the costs of preparation, mailing and filing) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement. If, as a result of a change to a Sub-Adviser’s corporate structure or other organizational change, the Trust is requested to consider and ultimately approves a new sub-advisory agreement with an advisory affiliate of a Sub-Adviser to provide advisory services to the Funds, the Sub-Adviser (or its advisory affiliate) agrees to pay to the Adviser all costs and expenses (including the costs of preparation, filing, printing and mailing) associated with generating: (i) a prospectus supplement and (ii) an information statement necessary to address the appointment of Sub-Adviser’s advisory affiliate. Notwithstanding anything to the contrary in this Section 5(c), (i) the Adviser shall endeavor to provide at least 10 days’ prior written notice to the Sub-Adviser before taking any actions or incurring any costs or expenses described in this Section 5(c) and (ii) the Sub-Adviser shall not be required to pay any costs or expenses described in Section 5(c) if a Change Event does not require immediate filing of a prospectus supplement. If permitted by the Trust, in its sole discretion, disclosure of Change Event will be included in the next annual prospectus update of any applicable Fund without the filing of a prospectus supplement. (d) During the term of this Agreement, the Funds shall be solely responsible for all commissions and other transaction charges, and any charge relating to the custody of securities in the Allocated Portion. The fees due the Sub-Adviser under this Agreement cover only the investment management services provided by the Sub-Adviser and does not include brokerage commissions, mark-ups and xxxx-xxxxx, dealer spreads or other costs associated with the purchase and sale of securities, custodian fees, interest, taxes, or other account expenses. The Funds shall be solely responsible for these additional expenses. The Adviser understands that, in addition to the fees paid to the Sub-Adviser pursuant to this Agreement, each exchange traded fund in which the Funds may invest pursuant to this Agreement also bears its own investment advisory fees and other expenses which are disclosed in each funds’ prospectus. The Adviser further understands that the exchange traded funds recommended or purchased through this Agreement may be available directly from the funds pursuant to the terms of their prospectuses and without paying the fees to the Sub-Adviser.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the PortfolioFunds, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the PortfolioAllocated Portion of each Fund’s average daily net assets managed by the Sub-Adviserassets, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s 's advisory fee for such PortfolioFund. This fee will be computed daily and paid to the Sub-Adviser monthly. If this Agreement becomes effective or terminates with respect to a Fund before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement. (c) The Sub-Adviser will not agree to a lower effective fee rate with any other comparable client, as defined hereinafter, without simultaneously offering notifying the same Adviser of such effective fee rate to the Adviser for the Portfoliorate, pursuant to this Agreement. For purposes of this provision, the term "comparable client" shall mean any person or entityentity for which the Sub-Adviser is providing sub-advisory services, excluding clients whose fees are based on performance and clients who invest in commingled funds, that (1) enters into an investment management agreement with the Sub-Adviser after the date hereof (that is not a renewal, extension of or an amendment of an existing agreement) for the management of an account that is comparable or smaller in size (either alone or together with other accounts of it and its affiliates) to the Portfolio Funds and (2) utilizes the same investment strategy and receives similar investment management services to those provided to the PortfolioFunds, including without limitation, having comparable investment guidelines, restrictions and objectives. The determination of the applicability of this provision to any comparable client shall be made at the time of the Sub-Adviser’s agreement to an effective fee rate. (c) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement and shall bear all expenses as may be expressly provided for in this Agreement. For the avoidance of doubt, the expenses to be paid or borne by the Sub-Adviser hereunder shall include, without limitation, (i) all expenses incurred by it in rendering the services and complying with the obligations and responsibilities of Sub-Adviser as set forth in Section 2; and (ii) those expenses set forth in sub-section (d) below. (d) The Sub-Adviser agrees to pay to the Adviser the direct, out-of-pocket costs of generating a prospectus supplement, which includes the preparation, filing, printing, and distribution (including mailing) of the supplement, if the Sub-Adviser makes any changes that require immediate disclosure in the prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, investment personnel, investment style or management, or otherwise (each such instance, a “Change Event”). In the event the Adviser is already in the process of preparing a prospectus supplement at the time the Adviser is notified by the Sub-Adviser of such Change Event, and provided the Trust agrees, in its sole discretion, that Sub-Adviser’s changes may be incorporated in a pending supplement, the Sub-Adviser shall pay such costs and expenses as are attributable, on a proportional basis, to the Sub-Adviser’s Changes. The Sub-Adviser further agrees to pay the Adviser for the costs of any special Board meeting convened for the primary benefit of the Sub-Adviser related to any Change Event. If the Change Event is a proposed change-of-control of the Sub-Adviser that would act to terminate this Agreement, and Adviser has determined to continue the Agreement with Sub-Adviser upon consummation of the proposed change-in-control, and if a vote of shareholders to approve continuation of this Agreement is at that time deemed by counsel to the Trust to be required by the 1940 Act or any rule or regulation thereunder, the Sub-Adviser agrees to assume all direct, out-of-pocket costs associated with soliciting shareholders of a Fund to approve continuation of this Agreement. Such expenses include the direct, out-of-pocket costs associated with preparation, filing and mailing of a proxy statement, and costs related to soliciting proxies. If such proposed change-of-control of the Sub-Adviser shall occur and Adviser has determined to continue the Agreement with Sub-Adviser upon consummation of the proposed change-in-control and a Fund is operating under an exemptive order issued by the Commission to the Adviser with respect to the appointment of sub-advisers absent shareholder approval, the Sub-Adviser agrees to assume all direct, out-of-pocket costs and expenses (including the costs of preparation, mailing and filing) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement. If, as a result of a change to a Sub-Adviser’s corporate structure or other organizational change, the Trust is requested to consider and ultimately approves a new sub-advisory agreement with an advisory affiliate of a Sub-Adviser to provide advisory services to the Funds, the Sub-Adviser (or its advisory affiliate) agrees to pay to the Adviser all direct, out-of-pocket costs and expenses (including the costs of preparation, filing, printing and mailing) associated with generating: (i) a prospectus supplement and (ii) an information statement necessary to address the appointment of Sub-Adviser’s advisory affiliate.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the PortfolioPortfolios, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the each Portfolio’s average daily net assets managed by the Sub-Adviser, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s advisory fee for each such Portfolio. This fee will be computed daily and paid to the Sub-Adviser monthly. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement. (c) The Sub-Adviser will not agree to a lower effective fee rate with any other comparable client, as defined hereinafter, without simultaneously offering notifying the same Adviser of such lower effective fee rate to the Adviser for the Portfoliorate, pursuant to this Agreement. For purposes of this provision, the term “comparable client” shall mean any person or entityentity for which the Sub-Adviser is providing sub-advisory services, excluding clients whose fees are based on performance and clients who invest in commingled fundsperformance, that (1) enters into an investment management agreement with the Sub-Adviser after the date hereof (that is not a renewal, extension of or an amendment of an existing agreement) for the management of an account that is comparable or smaller in size (either alone or together with other accounts of it and its affiliates) to the Portfolio and (2) utilizes the same investment strategy and receives similar investment management services to those provided to the Portfolio, including without limitation, having comparable investment guidelines, restrictions and objectives. The determination of the applicability of this provision to any comparable client shall be made at the time of the Sub-Adviser’s agreement to an effective fee rate. (c) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement and shall bear all expenses as may be expressly provided for in this Agreement. For the avoidance of doubt, the expenses to be paid or borne by the Sub-Adviser hereunder shall include, without limitation, (i) all expenses incurred by it in rendering the services and complying with the obligations and responsibilities of Sub-Adviser as set forth in Section 2; and (ii) those expenses set forth in sub-section (d) below. (d) The Sub-Adviser agrees to pay to the Adviser the direct, out-of-pocket costs of generating a prospectus supplement, which includes the preparation, filing, printing, and distribution (including mailing) of the supplement, if the Sub-Adviser makes any changes that require immediate disclosure in the prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, investment personnel, investment style or management, or otherwise (each such instance, a “Change Event”). In the event the Adviser is already in the process of preparing a prospectus supplement at the time the Adviser is notified by the Sub-Adviser of such Change Event, and provided the Company agrees, in its sole discretion, that Sub-Adviser’s changes may be incorporated in a pending supplement, the Sub-Adviser shall pay such costs and expenses as are attributable, on a proportional basis, to the Sub-Adviser’s Changes. If the Change Event is a proposed change-of-control of the Sub-Adviser that would act to terminate this Agreement, and Adviser has determined to continue the Agreement with Sub-Adviser upon consummation of the proposed change-in-control, and if a vote of shareholders to approve continuation of this Agreement is at that time deemed by counsel to the Company to be required by the 1940 Act or any rule or regulation thereunder, the Sub-Adviser agrees to assume all direct, out-of-pocket costs associated with soliciting shareholders of a Portfolio to approve continuation of this Agreement. Such expenses include the direct, out-of-pocket costs associated with preparation, filing and mailing of a proxy statement, and costs related to soliciting proxies. If such proposed change-of-control of the Sub-Adviser shall occur and Adviser has determined to continue the Agreement with Sub-Adviser upon consummation of the proposed change-in-control and a Portfolio is operating under an exemptive order issued by the Commission to the Adviser with respect to the appointment of sub-advisers absent shareholder approval, the Sub-Adviser agrees to assume all direct, out-of-pocket costs and expenses (including the costs of preparation, mailing and filing) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement. If, as a result of a change to a Sub-Adviser’s corporate structure or other organizational change, the Company is requested to consider and ultimately approves a new sub-advisory agreement with an advisory affiliate of a Sub-Adviser to provide advisory services to the Portfolio, the Sub-Adviser (or its advisory affiliate) agrees to pay to the Adviser all direct, out-of-pocket costs and expenses (including the costs of preparation, filing, printing and mailing) associated with generating: (i) a prospectus supplement and (ii) an information statement necessary to address the appointment of Sub-Adviser’s advisory affiliate.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the Portfolio, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the Portfolio’s average daily net assets managed by the Sub-Adviser, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s advisory fee for such Portfolio. This fee will be computed daily and paid to the Sub-Adviser monthly. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement. (c) The Sub-Adviser will not agree to a lower effective fee rate with any other comparable client, as defined hereinafter, without simultaneously offering the same effective fee rate to the Adviser for the Portfolio, pursuant to this Agreement. For purposes of this provision, the term “comparable client” shall mean any person or entity, excluding clients whose fees are based on performance and clients who invest in commingled fundsU.S. registered investment company, that (1) enters into an investment management agreement with the Sub-Adviser after the date hereof (that is not a renewal, extension of or an amendment of an existing agreement) for the management of an account that is comparable or smaller in size (either alone or together with other accounts of it and its affiliates) to the Portfolio and (2) receives substantially similar investment management services to those provided to the Portfolio, including without limitation, having comparable substantially similar investment guidelines, restrictions and objectivesobjectives and is an enhanced index fund. The determination of the applicability of this provision to any comparable client shall be made at the time of the Sub-Adviser’s agreement to an effective fee rate.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the Portfolio, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the Portfolio’s average daily net assets managed by the Sub-Adviser, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s advisory fee for such Portfolio. This fee will be computed daily and paid to the Sub-Adviser Sub­Adviser monthly. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement. (c) The Sub-Adviser will not agree to a lower effective fee rate with any other comparable client, as defined hereinafter, without simultaneously offering the same effective fee rate to the Adviser for the Portfolio, pursuant to this Agreement. For purposes of this provision, the term “comparable client” shall mean any person or entity, excluding clients whose fees are based on performance and clients who invest in commingled funds, that (1) enters into an investment management agreement with the Sub-Adviser after the date hereof (that is not a renewal, extension of or an amendment of an existing agreement) for the management of an account that is comparable or smaller in size (either alone or together with other accounts of it and its affiliates) to the Portfolio and (2) receives similar investment management services to those provided to the Portfolio, including without limitation, having comparable investment guidelines, restrictions and objectives. The determination of the applicability of this provision to any comparable client shall be made at the time of the Sub-Sub­ Adviser’s agreement to an effective fee rate.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the Portfolio, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the Portfolio’s average daily net assets managed by the Sub-Adviser, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s advisory fee for such Portfolio. This fee will be computed daily and paid to the Sub-Adviser monthly. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement, which expenses will not include (i) brokerage fees or commissions in connection with the execution of securities transactions, (ii) taxes and interest, and (iii) custodian fees and expenses. (c) The fee rate payable under this Agreement with respect to the Portfolio is set forth on Schedule A, which is attached hereto and made a part of this Agreement. With respect to the Portfolio, the Sub-Adviser will not agree agrees to a lower effective fee rate with any other comparable client, as defined hereinafter, without simultaneously offering the same effective fee rate provide notice to the Adviser for in accordance with Section 13 of this Agreement in the Portfolio, event that the Sub-Adviser enters into an investment sub-advisory agreement in the future to provide investment sub-advisory services to another registered open-end investment company the shares of which are registered under the 1933 Act and that is managed by a third-party (non-affiliated) investment adviser (i) with initial assets to be managed by the Sub-Adviser approximately equal to or less than the current assets managed pursuant to this Agreement. For purposes of this provision, ; and (ii) pursuant to the term “comparable client” shall mean any person or entity, excluding clients whose fees are based on performance same investment mandate and clients who invest in commingled funds, that (1) enters into an investment management agreement with the Sub-Adviser after the date hereof (that is not a renewal, extension of or an amendment of an existing agreement) for the management of an account that is comparable or smaller in size (either alone or together with other accounts of it and its affiliates) substantially similar services provided to the Portfolio and (2) receives similar investment management services to those under this Agreement for a lower fee schedule than as provided to the Portfolio, including without limitation, having comparable investment guidelines, restrictions and objectives. The determination of the applicability of this provision to any comparable client shall be made at the time of the Sub-Adviser’s agreement to an effective fee rate.for in Schedule A.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the PortfolioPortfolios, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the each Portfolio’s average daily net assets managed by the Sub-Adviser, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s advisory fee for each such Portfolio. This fee will be computed daily and paid to the Sub-Adviser monthlymonthly on or before the 10th business day of the succeeding month and shall be accompanied by a worksheet showing the basis for the fee calculation. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement. (c) The fee rate payable under this Agreement with respect to each of the Portfolios is set forth on Schedule A, which is attached hereto and made a part of this Agreement. With respect to each Portfolio, the Sub-Adviser will not agree agrees to a lower effective fee rate with any other comparable client, as defined hereinafter, without simultaneously offering the same effective fee rate provide notice to the Adviser for in accordance with Section 16 of this Agreement in the Portfolio, event that the Sub-Adviser enters into an investment sub-advisory agreement in the future to provide investment sub-advisory services to another registered investment company (i) with initial assets to be managed by the Sub-Adviser approximately equal to or less than the current assets managed pursuant to this Agreement. For purposes of this provision, the term “comparable client” shall mean any person or entity, excluding clients whose fees are based on performance ; and clients who invest in commingled funds, that (1ii) enters into an investment management agreement with the Sub-Adviser after the date hereof (that is not a renewal, extension of or an amendment of an existing agreement) for the management of an account that is comparable or smaller in size (either alone or together with other accounts of it and its affiliates) pursuant to the Portfolio same investment mandate and (2) receives for substantially similar investment management services to those provided to the Portfolio, including without limitation, having comparable investment guidelines, restrictions and objectives. The determination of the applicability of a Portfolio under this provision to any comparable client shall be made at the time of the Sub-Adviser’s agreement to an effective Agreement for a lower fee rate.schedule than as provided for in Schedule A.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the Portfolio, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the Portfolio’s average daily net assets managed by the Sub-Adviser, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s advisory fee for such Portfolio. This fee will be computed daily and paid to the Sub-Adviser monthly. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement. (c) The Sub-Adviser will not agree to a lower effective fee rate with any other comparable client, as defined hereinafter, without simultaneously offering the same effective fee rate to the Adviser for the Portfolio, pursuant to this Agreement. For purposes of this provision, the term “comparable client” shall mean any person or entity, excluding only clients whose fees that are based on performance and clients who invest in commingled fundshiring Sub-Adviser to act as a subadviser for a 1940 Act prime money market fund, that (1) enters into an investment management agreement with the Sub-Adviser after the date hereof (that is not a renewal, extension of or an amendment of an existing agreement) for the management of an account that is comparable or smaller in size (either alone or together with other accounts of it and its affiliates) to the Portfolio and (2) receives similar investment management services to those provided to the Portfolio, including without limitation, having comparable investment guidelines, restrictions and objectives. The determination of the applicability of this provision to any comparable client shall be made at the time of the Sub-Adviser’s written executed agreement to an effective fee rate. (c) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement. For the avoidance of doubt, the expenses to be paid or borne by the Sub-Adviser hereunder include, without limitation, (i) all expenses incurred by it in rendering the services and complying with the obligations and responsibilities of Sub-Adviser as set forth in Section 2; and (ii) those expenses set forth in sub-section (d) below. (d) The Sub-Adviser agrees to pay to the Adviser the costs of generating a prospectus supplement, which includes the preparation, filing, printing, and distribution (including mailing) of the supplement, if the Sub-Adviser makes any changes that require immediate disclosure in the prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, investment personnel, investment style or management, or otherwise (“Changes”). In the event the Adviser is already in the process of preparing a prospectus supplement at the time the Adviser is notified by the Sub-Adviser of such Changes, and provided the Company agrees, in its sole discretion, that Sub-Adviser’s changes may be incorporated in a pending supplement, the Sub-Adviser shall pay such costs and expenses as are attributable, on a proportional basis, to the Sub-Adviser’s Changes. In the event that there is a proposed change of control of the Sub-Adviser that would act to terminate this Agreement, if a vote of shareholders to approve continuation of this Agreement is at that time deemed by counsel to the Company to be required by the 1940 Act or any rule or regulation thereunder, the Sub-Adviser agrees to assume all costs associated with soliciting shareholders of the Portfolio, to approve continuation of this Agreement. Such expenses include the costs associated with preparation, filing and mailing of a proxy statement, of soliciting proxies, and costs associated with changes to the Adviser’s internal technology systems. In the event that such proposed change in control of the Sub-Adviser shall occur and the Portfolio is operating under an exemptive order issued by the SEC to the Adviser with respect to the appointment of sub-advisers absent shareholder approval, the Sub-Adviser agrees to assume all costs and expenses (including the costs of preparation, mailing and filing, and costs associated with changes to the Adviser’s internal technology systems) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement. If, as a result of a change to a Sub-Adviser’s corporate structure or other organizational change, the Series Fund is requested to consider and ultimately approves a new sub-advisory agreement with an advisory affiliate of a Sub-Adviser to provide advisory services to the Portfolio, the Sub-Adviser (or its advisory affiliate) agrees to pay to the Adviser all costs and expenses (including the costs of preparation, filing, printing and mailing) associated with generating: (i) a prospectus supplement and (ii) an information statement necessary to address the appointment of Sub-Adviser’s advisory affiliate.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the Portfolio, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the Portfolio’s average daily net assets managed by the Sub-Adviser, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s advisory fee for such Portfolio. This fee will be computed daily by the Adviser and paid to the Sub-Adviser monthly. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement. (c) The Sub-Adviser will not agree to a lower effective fee rate with any other comparable client, as defined hereinafter, without simultaneously offering the same effective fee rate to the Adviser for the Portfolio, pursuant to this Agreement. For purposes of this provision, the term “comparable client” shall mean any person or entity, sub-advised client (excluding clients whose fees are based on performance and clients who invest in commingled funds, ) that (1) enters into an investment management agreement with the Sub-Adviser after the date hereof (that is not a renewal, extension of or an amendment of an existing agreement) for the management of an account that is comparable or smaller in size (either alone or together with other accounts of it and its affiliates) to the Portfolio and (2) receives similar investment management services to those provided to the Portfolio, including without limitation, having comparable investment guidelines, restrictions and objectives. The determination of the applicability of this provision to any comparable client shall be made at the time of the Sub-Adviser’s agreement to an effective fee rate. (c) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement. For the avoidance of doubt, the expenses to be paid or borne by the Sub-Adviser hereunder includes, without limitation, (i) all expenses incurred by it in rendering the services and complying with the obligations and responsibilities of Sub-Adviser as set forth in Section 2; and (ii) those expenses set forth in subsection (d) below (d) The Sub-Adviser agrees to pay to the Adviser the costs of generating a prospectus supplement, which includes the preparation, filing, printing, and distribution (including mailing) of the supplement, if the Sub-Adviser makes any changes that require immediate disclosure in the prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, investment personnel, investment style or management, or otherwise (“Changes”). In the event the Adviser is already in the process of preparing a prospectus supplement at the time the Adviser is notified by the Sub-Adviser of such Changes, and provided the Company agrees, in its sole discretion, that Sub-Adviser’s changes may be incorporated in a pending supplement, the Sub-Adviser shall pay such costs and expenses as are attributable, on a proportional basis, to the Sub-Adviser’s Changes. In the event that there is a proposed change of control of the Sub-Adviser that would act to terminate this Agreement, if a vote of shareholders to approve continuation of this Agreement is at that time deemed by counsel to the Company to be required by the 1940 Act or any rule or regulation thereunder, the Sub-Adviser agrees to assume all reasonable costs associated with soliciting shareholders of the Portfolio, to approve continuation of this Agreement. Such expenses include the reasonable costs associated with preparation, filing and mailing of a proxy statement, of soliciting proxies. In the event that such proposed change in control of the Sub-Adviser shall occur and the Portfolio is operating under an exemptive order issued by the SEC to the Adviser with respect to the appointment of sub-advisers absent shareholder approval, the Sub-Adviser agrees to assume all reasonable costs and expenses (including the reasonable costs of preparation, mailing and filing) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement. If, as a result of a change to a Sub-Adviser’s corporate structure or other organizational change, the Series Fund is requested to consider and ultimately approves a new sub-advisory agreement with an advisory affiliate of a Sub-Adviser to provide advisory services to the Portfolio, the Sub-Adviser (or its advisory affiliate) agrees to pay to the Adviser all reasonable costs and expenses (including the costs of preparation, filing, printing and mailing) associated with generating: (i) a prospectus supplement and (ii) an information statement necessary to address the appointment of Sub-Adviser’s advisory affiliate.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the PortfolioFunds, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the PortfolioAllocated Portion of each Fund’s average daily net assets managed by the Sub-Adviserassets, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s 's advisory fee for such PortfolioFund. This fee will be computed daily and paid to the Sub-Adviser monthly. If this Agreement becomes effective or terminates with respect to a Fund before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) The Sub-Adviser agrees that if any new sub-advised registered open-end management investment company client with the same investment objective and strategies and with assets under management (together with any other funds or accounts of it and its affiliates managed by Sub-Adviser) equal to or lesser than the portion of the assets of the Fund being sub-advised by the Sub-Adviser is granted a fee schedule that results in a lower effective fee rate than the effective fee rate for the Fund, the fee schedule set forth herein shall be reduced to such other fee schedule. Such provision does not apply to open-end management investment company clients that serve as underlying investment vehicles for insurance company separate accounts or to open-end management investment company clients subject to a multi-product discount or family pricing arrangement. (c) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement and shall bear all expenses as may be expressly provided for in this Agreement. For the avoidance of doubt, the expenses to be paid or borne by the Sub-Adviser hereunder shall include, without limitation, (i) all expenses incurred by it in rendering the services and complying with the obligations and responsibilities of Sub-Adviser as set forth in Section 2; and (ii) those expenses set forth in sub-section (d) below. (cd) The Sub-Adviser will not agree agrees to a lower effective fee rate with any other comparable client, as defined hereinafter, without simultaneously offering the same effective fee rate pay to the Adviser for the Portfoliocosts of generating a prospectus supplement, pursuant to this Agreement. For purposes which includes the preparation, filing, printing, and distribution (including mailing) of this provisionthe supplement, the term “comparable client” shall mean any person or entity, excluding clients whose fees are based on performance and clients who invest in commingled funds, that (1) enters into an investment management agreement with if the Sub-Adviser after makes any changes that require immediate disclosure in the date hereof prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, investment personnel, investment style or management, or otherwise (that each such instance, a “Change Event”). In the event the Adviser is not already in the process of preparing a renewal, extension of or an amendment of an existing agreement) for the management of an account that is comparable or smaller in size (either alone or together with other accounts of it and its affiliates) to the Portfolio and (2) receives similar investment management services to those provided to the Portfolio, including without limitation, having comparable investment guidelines, restrictions and objectives. The determination of the applicability of this provision to any comparable client shall be made prospectus supplement at the time the Adviser is notified by the Sub-Adviser of such Change Event, and provided the Trust agrees, in its sole discretion, that Sub-Adviser’s changes may be incorporated in a pending supplement, the Sub-Adviser shall pay such costs and expenses as are attributable, on a proportional basis, to the Sub-Adviser’s Changes. The Sub-Adviser further agrees to pay the Adviser for the costs of any special Board meeting convened for the primary benefit of the Sub-Adviser related to any Change Event. If the Change Event is a proposed change-of-control of the Sub-Adviser that would act to terminate this Agreement, and Adviser has determined to continue the Agreement with Sub-Adviser upon consummation of the proposed change-in-control, and if a vote of shareholders to approve continuation of this Agreement is at that time deemed by counsel to the Trust to be required by the 1940 Act or any rule or regulation thereunder, the Sub-Adviser agrees to assume all costs associated with soliciting shareholders of a Fund to approve continuation of this Agreement. Such expenses include the costs associated with preparation, filing and mailing of a proxy statement, and costs related to soliciting proxies. If such proposed change-of-control of the Sub-Adviser shall occur and Adviser has determined to continue the Agreement with Sub-Adviser upon consummation of the proposed change-in-control and a Fund is operating under an exemptive order issued by the Commission to the Adviser with respect to the appointment of sub-advisers absent shareholder approval, the Sub-Adviser agrees to assume all costs and expenses (including the costs of preparation, mailing and filing) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement. If, as a result of a change to a Sub-Adviser’s corporate structure or other organizational change, the Trust is requested to consider and ultimately approves a new sub-advisory agreement with an advisory affiliate of a Sub-Adviser to provide advisory services to the Funds, the Sub-Adviser (or its advisory affiliate) agrees to pay to the Adviser all costs and expenses (including the costs of preparation, filing, printing and mailing) associated with generating: (i) a prospectus supplement and (ii) an effective fee rateinformation statement necessary to address the appointment of Sub-Adviser’s advisory affiliate.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the Portfolio, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the Portfolio’s average daily net assets managed by the Sub-Adviser, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s advisory fee for such Portfolio. This fee will be computed daily and paid to the Sub-Sub­ Adviser monthly. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement. (c) The Sub-Adviser will not subsequently agree to a lower effective fee rate with any other comparable client, as defined hereinafter, without simultaneously offering the same effective fee rate to the Adviser for the Portfolio, pursuant to this Agreement. For purposes of this provision, the term “comparable client” shall mean any person or entity, excluding clients whose fees are based on performance and clients who invest in commingled funds, that (1) enters into an investment management agreement with the Sub-Adviser after the date hereof (that is not a renewal, extension of or an amendment of an existing agreement) for the management of an account that is comparable or smaller in size (either alone or together with other accounts of it and its affiliates) to the Portfolio and (2) receives similar investment management services to those provided to the Portfolio, including without limitation, having comparable investment guidelines, restrictions and objectives. The determination of the applicability of this provision to any comparable client shall be made at the time of the Sub-AdviserSub­Adviser’s agreement to an effective fee rate.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc)

Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the Portfolio, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the Portfolio’s average daily net assets managed by the Sub-Adviser, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s advisory fee for such Portfolio. This fee will be computed daily and paid to the Sub-Adviser monthly. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs. (b) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement. (c) The Sub-Adviser will not agree to a lower effective fee rate with any other comparable client, as defined hereinafterby the Sub-Adviser in its sole discretion, without simultaneously also offering the same effective fee rate to the Adviser for the Portfolio, pursuant to this Agreement. For purposes of this provision, the term “comparable client” shall mean any person or entityentity substantially similar to the Portfolio, excluding clients whose fees are based on performance and clients who invest in commingled funds, that (1) enters into an investment management agreement with the Sub-Adviser after the date hereof (that is not a renewal, extension of or an amendment of an existing agreement) for the management of an account that is comparable equal to or smaller in size of fewer assets under management (either alone or together with other accounts of it and its affiliates) than to the Portfolio and (2) receives substantially similar investment management services to those provided to the Portfolio, including without limitation, having comparable investment guidelines, restrictions restrictions, objectives, and objectivesportfolio manager(s). The determination of the applicability of this provision to any comparable client shall be made at the time of the Sub-Adviser’s agreement to an effective fee rate. (c) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement and shall bear all expenses as may be expressly provided for in this Agreement. For the avoidance of doubt, the expenses to be paid or borne by the Sub-Adviser hereunder shall include, without limitation, (i) all expenses incurred by it in rendering the services and complying with the obligations and responsibilities of Sub-Adviser as set forth in Section 2; and (ii) those expenses set forth in sub-section (d) below. (d) The Sub-Adviser agrees to pay to the Adviser the costs of generating a prospectus supplement, which includes the preparation, filing, printing, and distribution (including mailing) of the supplement, if the Sub-Adviser makes any changes that require immediate disclosure in the prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, investment personnel, or management, or otherwise (each such instance, a “Change Event”). In the event the Adviser is already in the process of preparing a prospectus supplement at the time the Adviser is notified by the Sub-Adviser of any such Change Event, and provided the Company agrees, in its sole discretion, that Sub-Adviser’s changes may be incorporated in a pending supplement, the Sub-Adviser shall pay such costs and expenses as are attributable, on a proportional basis, to report on Sub-Adviser’s Change Event. The Sub-Adviser agrees to bear all reasonable expenses of the Company, if any, arising out of an assignment or change in control of the Sub-Adviser.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc)

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