Subadvisory Services Sample Clauses
Subadvisory Services a. The Subadviser shall, subject to the supervision of the Manager and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the “Administrator”), manage the investment and reinvestment of the assets of the Portfolio. The Subadviser shall invest and reinvest the assets of the Portfolio in conformity with (1) the investment objective, policies and restrictions of the Portfolio set forth in the Fund’s prospectus and statement of additional information, as revised or supplemented from time to time, relating to the Portfolio (the “Prospectus”), (2) any additional policies or guidelines established by the Manager or by the Fund’s Directors that have been furnished in writing to the Subadviser and (3) the provisions of the Internal Revenue Code (the “Code”) applicable to “regulated investment companies” (as defined in Section 851 of the Code) and “segregated asset accounts” (as defined in Section 817 of the Code) including, but not limited to, the diversification requirements of Section 817(h) of the Code and the regulations thereunder, all as from time to time in effect (collectively, the “Policies”), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 (the “1940 Act”) the rules and regulations thereunder and the interpretive opinions thereof of the staff of the Securities and Exchange Commission (“SEC”) (“SEC Positions”); provided, however, that the Manager agrees to inform the Subadviser of any and all applicable state insurance law restrictions that operate to limit or restrict the investments the Portfolio might otherwise make (“Insurance Restrictions”), and to inform the Subadviser promptly of any changes in such Insurance Restrictions. Subject to the foregoing, the Subadviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Portfolio, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Portfolio may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Subadviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a, however, the Subadviser shall, upon written ins...
Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities:
(a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheld. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM notice as soon as reasonably practicable prior to entering into any new investment agreements and any material amendments to existing investment agreements ), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadviser, and any other specific policies adopted by the Board and disclosed to ...
Subadvisory Services. (a) Subject to the general oversight of the Board and the general supervision, oversight and direction of Advisor, Subadvisor will (i) make investment decisions for the Segment in accordance with the Fund's respective investment objective and policies as stated in the Registration Statement, the provisions of this Agreement, and with such other written guidelines as the Advisor, chief compliance officer (“CCO”) of the Fund, or Board may from time to time provide to Subadvisor; (ii) place purchase and sale orders on behalf of the Segment and if applicable, enter such orders on behalf of the Segment under trading agreements the Advisor or Fund has entered into (such as ISDAs, futures agreements, MSFTAs, and other agreements) as necessary to place such orders; and (iii) maintain such books and records with respect to the securities transactions of the Segment as are required by applicable law or regulation.
(b) In providing the Subadvisory Services, Subadvisor will supervise the Segment and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the Segment's assets. In addition, Subadvisor will furnish the Fund and/or Advisor whatever information, including statistical data, the Fund and/or Advisor may reasonably request with respect to the instruments that the Subadvisor may cause the Segment to hold or contemplate purchasing.
(c) Subadvisor will at all times comply with (i) the relevant policies and procedures of the Fund and Advisor of which it has received written notice, (ii) Investment Guidelines (as defined in Section 3 below) applicable to the Fund, and (iii) the Registration Statement, the Investment Company Act, the Advisers Act, the Internal Revenue Code of 1986, as amended (the "Code"), and all other applicable federal and state laws, rules, and regulations (collectively with the Registration Statement, the Investment Company Act, the Advisers Act, and the Code, the "Relevant Laws"). Advisor will give Subadvisor prompt notice of any material change to any policy and/or procedures of the Fund. Subadvisor will not be responsible for complying with any such material changes of which it has not received notice.
(d) All cash, securities and other assets of the Segment shall be held at all times by such entity or entities engaged by the Fund to be the custodian, including prime brokers and futures commission merchants (collectively, the "Custodian") in compliance with Section 17(f) of the Investment Company A...
Subadvisory Services. Client authorizes Advisor to engage a SubAdvisor(s), to manage the account in accordance with the Client’s Investment Model Allocation and Risk Disclosure Statement pursuant to the limited discretionary authority Client has granted the Advisor under Section 3.
a. Advisor will separately provide Client with information about the SubAdvisor and its services, model portfolios, and investment strategies, including the Subadvisor’s firm brochure (Form ADV, Part 2A), which contains important information the Client should carefully read.
b. The SubAdvisor has developed proprietary model investment portfolios (the “Model Portfolios”). The SubAdvisor will exercise the discretionary management authority the Client has granted the Advisor pursuant to the Agreement in performing these services using one or more Model Portfolios.
c. The SubAdvisor’s fees are disclosed in the Attachment A—Fee Schedule. Client authorizes the Advisor to calculate and withdraw the SubAdvisor’s fee and Advisor’s fee as described in Section 7 of this Agreement.
d. Advisor is not affiliated with the SubAdvisor. Advisor is not responsible for the SubAdvisor’s services. The SubAdvisor is not responsible for Advisors services or for the services provided by the custodian. The SubAdvisor’s liability shall also be limited as provided in Section 15 of this Agreement. The SubAdvisor is a third-party beneficiary of the authority, rights, and limitations described in this Agreement as are applicable to the Advisor, including without limitation the binding arbitration provisions in Section 28.
Subadvisory Services. You authorize us and we may engage one or more subadvisers to manage your Designated Account in accordance with your Investment Policy Statement in accordance with the limited discretionary authority you have granted us under Section 3, this Agreement, and any other re- quirements we may impose.
a. For each subadviser that we engage to manage some or all of your Designated Account, we will separately provide you with information about that subadviser and its ser- vices, model portfolios, and investment strategies. Each subad- viser maintains its own firm brochure (Form ADV, Part 2A), which discloses important information about the firm, its ser- vices, conflicts of interest that may arise with respect to its ser- vices, implementation of its services, and business relationships that the subadviser or its representatives may have with other product or service providers. We will receive, on your behalf, each subadviser’s firm brochure (Form ADV, Part 2A), which contains important information. By signing this Agreement, you elect for us not to provide you the firm brochure(s) of the subadviser(s) that we engage to manage your Designated Ac- count. We will provide a copy of any subadviser’s firm bro- chure to you at no charge upon your written request.
b. The subadvisers we are most likely to engage typ- ically have developed proprietary model investment portfolios (the “Model Portfolios”) and will exercise the discretionary management authority you have granted us pursuant to the Agreement in performing these services using one or more Model Portfolios.
c. Any investment advisory fees paid to a subadviser are included and will be paid out of the investment advisory fees we charge. You authorize each subadviser, as applicable, to coordinate, on our behalf, the billing of our fees as set forth in Section 8 of this Agreement.
d. Each subadviser’s liability is limited in Section 12 of this Agreement. Each subadviser is a third-party beneficiary of the authority, rights, and limitations described in this Agreement as are applicable to us, including without limitation the binding arbitration provisions in Section 21.
Subadvisory Services. Subject to the resolutions of the Trust's Board of Trustees, the directives of the Adviser and the terms of the Funds' Prospectus and Statement of Additional Information delivered to the Sub-Adviser from time to time, the Sub-Adviser will assist the Adviser in providing a continuous investment program with respect to the Funds' portfolio, including investment research and management with respect to all securities and investments and cash equivalents in the Funds. Adviser authorizes Sub-Adviser to: (i) buy, sell, exchange, convert, and otherwise trade and deal in any and all securities as Sub-Adviser may, in its discretion, select in its performance of duties hereunder; (ii) establish and deal through accounts with one or more parties, including, but not limited to, securities brokers and dealers, banks and custodians, as Sub-Adviser may select to effect the portfolio transaction contemplated herein; and
Subadvisory Services. Subject to the supervision of the Trust's Board of Trustees and the Adviser, the Sub-Adviser will assist the Adviser in providing a continuous investment program with respect to the Fund's portfolio, including investment research and management with respect to all securities and investments and cash equivalents in the Fund. The Sub-Adviser will provide services under this Agreement in accordance with the Fund's investment objectives, policies and restrictions as stated in the Fund's prospectus, statement of additional information and resolutions of the Trust's Board of Trustees applicable to the Fund, as provided to the Sub-Adviser by the Adviser from time to time. Without limiting the generality of the foregoing, the Sub-Adviser further agrees that it will, with respect to the Fund:
(a) determine from time to time what securities and other investments will be purchased, retained or sold for the Fund;
(b) place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer;
(c) not purchase shares of the Fund for itself or for accounts with respect to which it exercises sole investment discretion in connection with such transactions except as permitted by the Trust's Board of Trustees or by federal, state and local law;
(d) manage the Fund's overall cash position;
(e) attend periodic business and investment-related meetings with the Trust's Board of Trustees and the Adviser if requested to do so by the Trust and/or the Adviser, and such other meetings as may be mutually agreed;
(f) respond to requests from the Adviser or the Fund's custodian for assistance in obtaining price sources or other information and analysis pertinent to pricing determinations for securities held by the Fund, and periodically review Fund security valuations for reasonableness;
(g) ensure that, if required, securities are identified for proper segregation and collateralization;
(h) maintain books and records with respect to the securities transactions for the Fund, furnish to the Adviser and the Trust's Board of Trustees such periodic and special reports as they may request with respect to the Fund, and provide in advance to the Adviser all reports to the Board of Trustees for examination and review within a reasonable time prior to the Trust's Board meetings; and
(i) vote proxies in accordance with such proxy policies and procedures as may be mutually agreed from time to time and provide such information regarding such pro...
Subadvisory Services. By this Agreement, Manager authorizes Subadviser to: (i) buy, sell, exchange, convert, and otherwise trade and deal in any and all securities and instruments as Subadviser may, in its discretion, select in its performance of duties hereunder; (ii) establish and deal through accounts with one or more parties, including, but not limited to, securities brokers and dealers, banks and custodians, as Subadviser may select to effect the transactions contemplated herein; and (iii)
Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities:
(a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, and consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, the Subadviser shall direct the asset allocation strategy and the investment decisions to implement such strategy for the Fund in accordance with the target level of equity exposure as determined by TAM two business days prior to the last Business Day of every month (“Target Allocation”) by the proprietary dynamic asset allocation model from Transamerica Capital Management (the “Model”). Following receipt of the Target Allocation by the Subadviser, the Subadviser shall have 5 Business Days to reallocate the Fund’s portfolio to reflect the new allocation; however, the Subadviser may request that TAM extend this period if the Subadviser deems such an extension to be in the best interest of the Fund and such request shall not be unreasonably withheld. The Subadviser shall not be responsible for determining the portion of the Fund’s assets that are directly held in cash and cash equivalents, but shall be responsible for allocating such assets among the appropriate Underlying Funds.
Subadvisory Services