Key Personnel Subadviser agrees that the following key personnel will have primary responsibility with respect to the investment management of the Account. If these individuals are unable to devote sufficient time to maintain primary responsibility for the Account, Subadviser must give Client written advance notice, or, if Subadviser does not have advance knowledge of such inability, prompt written notice within one (1) business day after Subadviser first learns of such inability, of the name of the person designated by Subadviser to replace or supplement these individuals. In addition, Subadviser shall give Client written notice of the replacement of any employee of Subadviser who has direct supervisory responsibility for the key personnel or who has responsibility for setting investment policy as soon as reasonably practicable.
Adviser Personnel All investment personnel of the Adviser, when and to the extent engaged in providing investment advisory services and managerial assistance hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Company.
Personnel Provide, without remuneration from or other cost to the Trust, the services of individuals competent to perform the administrative functions which are not performed by employees or other agents engaged by the Trust or by the Adviser acting in some other capacity pursuant to a separate agreement or arrangement with the Trust.
Manager Personnel The Manager shall authorize and permit any of its directors, officers and employees who may be elected or appointed as Trustees or officers of the Trust to serve in the capacities in which they are elected or appointed. Services to be furnished by the Manager under this Agreement may be furnished through the medium of any of such directors, officers, or employees.
Designated Configuration; Trained Personnel State Street and the Fund shall be responsible for supplying, installing and maintaining the Designated Configuration at the Designated Locations. State Street and the Fund agree that each will engage or retain the services of trained personnel to enable both parties to perform their respective obligations under this Addendum. State Street agrees to use commercially reasonable efforts to maintain the System so that it remains serviceable, provided, however, that State Street does not guarantee or assure uninterrupted remote access use of the System.
Secondment Toppan hereby seconds each Secondee to COMPANY at the Facility for his or her Secondment Period in order to perform their Functions and COMPANY accepts Toppan’s appointment of Secondees. COMPANY confirms that each Secondee shall perform his or her Function under the comprehensive guidance, direction, and supervision of COMPANY during his or her Secondment Period. COMPANY shall evaluate the performance of each Secondee’s performance of his or her Functions during his or her Secondment Period. If COMPANY considers that it needs to adjust the positions of or replace Secondees, it may notify Toppan in writing of COMPANY’s request of such adjustment or replacement and the reasons therefor, which shall be commercially reasonable and necessary for sound operation of the Company. Toppan and COMPANY shall discuss the requested adjustment or replacement in good faith, but Toppan will not be obligated to (i) agree to any change in position of a Secondee or replace any Secondee unless COMPANY demonstrates to Toppan’s reasonable satisfaction that the Secondee is not competent to carry out the responsibilities associated with his or her position and Toppan has appropriate employees to change or replace as secondees or (ii) second additional employees to COMPANY if doing so would deprive Toppan of employees that it requires for its own operations. If Toppan does not second other employees or additional employees to COMPANY, COMPANY may ask Toppan to support to seek employees or secondees. Any Toppan employees who are seconded to COMPANY pursuant to this paragraph will be included in the definition of Secondees. In principle, each Secondee will be seconded to COMPANY from his or her start date until the end of the his or her Secondment Period, subject to the preceding paragraph, except that Toppan reserves the right to end the Secondment Period of any Secondee in its sole discretion at any time by providing 30 days’ (unless agreed otherwise by the Parties) advance notice to COMPANY. The Parties shall discuss in good faith a replacement for the terminated Secondee, and if the Parties agree on the need for a replacement, and if Toppan has personnel who are appropriate for the position and whose secondment to COMPANY will not deprive Toppan of employees that it requires for its own operations, Toppan shall propose such personnel as a candidate of such replacement. If Toppan does not send a secondee to COMPANY, COMPANY may ask Toppan to cooperate in seeking a replacement from outside Toppan and Toppan shall provide such cooperation. Any Toppan employees who are seconded to COMPANY pursuant to this paragraph will be included in the definition of Secondees.
Review Systems; Personnel It will maintain business process management and/or other systems necessary to ensure that it can perform each Test and, on execution of this Agreement, will load each Test into these systems. The Asset Representations Reviewer will ensure that these systems allow for each Review Receivable and the related Review Materials to be individually tracked and stored as contemplated by this Agreement. The Asset Representations Reviewer will maintain adequate staff that is properly trained to conduct Reviews as required by this Agreement.
ESSENTIAL PERSONNEL For a period of one year commencing on the effective date of this Agreement, the Adviser and the Fund agree that the retention of (i) the chief executive officer, president, chief financial officer and secretary of the Adviser and (ii) each director, officer and employee of the Adviser or any of its Affiliates (as defined in the Investment Company Act of 1940, as amended (the "1940 Act")) who serves as an officer of the Fund (each person referred to in (i) or (ii) hereinafter being referred to as an "Essential Person"), in his or her current capacities, is in the best interest of the Fund and the Fund's shareholders. In connection with the Adviser's acceptance of employment hereunder, the Adviser hereby agrees and covenants for itself and on behalf of its Affiliates that neither the Adviser nor any of its Affiliates shall make any material or significant personnel changes or replace or seek to replace any Essential Person or cause to be replaced any Essential Person, in each case without first informing the Board of Trustees of the Fund in a timely manner. In Addition, neither the Adviser nor any Affiliate of the Adviser shall change or seek to change or cause to be changed, in any material respect, the duties and responsibilities of any Essential Person, in each case without first informing the Board of Trustees of the Fund in a timely manner.
Employees; Independent Contractors During Executive's employment and the One Year Limitation Period, Executive will not, without Company's prior written consent, call upon, solicit, recruit, or assist others in calling upon, soliciting or recruiting any person who is or was an employee of Company during the One Year Restrictive Period.
AUTHORIZED PERSONNEL Pursuant to the terms of the Schedule A and the Agreement between the Fund and DST, the Fund authorizes the following Fund personnel to provide instructions to DST, and receive inquiries from DST in connection with Schedule A and the Agreement: Name Title _____________________________ ________________________________ _____________________________ ________________________________ _____________________________ ________________________________ _____________________________ ________________________________ _____________________________ ________________________________ _____________________________ ________________________________ _____________________________ ________________________________ _____________________________ ________________________________ _____________________________ ________________________________ _____________________________ ________________________________ _____________________________ ________________________________ This Schedule may be revised by the Fund by providing DST with a substitute Schedule C. Any such substitute Schedule C shall become effective twenty-four (24) hours after DST's receipt of the document and shall be incorporated into the Agreement.
