Adviser The Adviser represents and warrants to the Subadviser that (i) the retention of the Subadviser by the Adviser as contemplated by this Agreement is authorized by the respective governing documents of the Trust and the Adviser; (ii) the execution, delivery and performance of each of this Agreement and the Advisory Agreement does not violate any obligation by which the Trust or the Adviser or their respective property is bound, whether arising by contract, operation of law or otherwise; and (iii) each of this Agreement and the Advisory Agreement has been duly authorized by appropriate action of the Trust and the Adviser and when executed and delivered by the Adviser will be the legal, valid and binding obligation of the Trust and the Adviser, enforceable against the Trust and Adviser in accordance with its terms hereof subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law).
Not an Investment Adviser The Company acknowledges that Xxxxxx Xxxxxxx is not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the Fund’s portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of Xxxxxx Xxxxxxx, and Xxxxxx Xxxxxxx is not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services. The Company’s engagement of Xxxxxx Xxxxxxx is not intended to confer rights upon any person (including the Fund or any shareholders, members, employees or creditors of the Company or the Fund) not a party hereto as against Xxxxxx Xxxxxxx or its affiliates, or their respective directors, trustees, officers, employees or agents, successors, or assigns.
Counselors A. Newly ordered file cabinets for Counselors will have locks. No Counselors shall be held accountable, unless through their own negligence, for the loss of school records unless there is a secure place for storage. B. Counselors, although generally working the same overall hours as teachers, shall be allowed to use flexible hours if it improves their service to pupils. C. The duty of maintaining school attendance records and of coordinating school transportation services shall not be assigned to Counselors. D. Counselors shall not be required, except in an emergency, to handle homeroom assignments, schedule or score large-scale tests, prepare school master schedules, complete entries and withdrawals and schedule conferences between classroom teachers and parents. E. Every effort will be made, in accordance with the BCPSS Master Plan adopted and updated by the Board, to provide school counselors with access to computers, telephones, private consultation space and clerical services. F. The Board will make every effort to reduce the case-load of Counselors. In furtherance of this objective, a committee shall be established consisting of three (3) members selected by the Union and three (3) members selected by the Board to review the current status of the effort. G. The Board and the Union will form a committee with three (3) members appointed by each to review the utilization and effectiveness of school counseling services and make recommendations to improve services to students. One additional task of the committee shall be to develop a counselor evaluation instrument. H. Substitutes shall be hired for counselors out for long-term illness. I. Counselors shall have access to clerical services. J. Formal observation of counselors shall only be done by the Office of guidance Services personnel, holding National Counselor Certification (NCC) credential and/or a Maryland Professional Counselor’s License.
Financial Public Relations Firm Promptly after the execution of a definitive agreement for a Business Combination, the Company shall retain a financial public relations firm reasonably acceptable to the Representative for a term to be agreed upon by the Company and the Representative.
Notice of Underwriting If the Initiating Holder(s) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Fund as a part of their request made pursuant to this Section 3, and the Fund shall include that information in the written notice referred to in Section 3.1. The right of any Holder to Registration pursuant to this Section 3 shall be conditioned upon such Holder’s agreement to participate in the underwriting and the inclusion of that Holder’s Registrable Securities in the underwriting to the extent provided herein.
Selection of Underwriters The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker(s) and managing underwriter(s) that will administer such offering will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided, however, that such investment banker(s) and managing underwriter(s) must be reasonably satisfactory to the Company.
Advisor BY: /S/ XXXX X. XXXX -------------------------- NAME: XXXX X. XXXX TITLE: SENIOR VICE PRESIDENT INVESCO POWERSHARES CAPITAL MANAGEMENT LLC Sub-Advisor BY: /S/ XXXXXX XXXXXXXXXXX -------------------------- NAME: XXXXXX XXXXXXXXXXX TITLE: MANAGING DIRECTOR OF US STRATEGY AND MARKETING Sub-Item 77Q1(e) AMENDMENT NO. 9 TO SUB-ADVISORY CONTRACT This Amendment dated as of December 21, 2015, amends the Sub-Advisory Contract (the "Contract") between Invesco Advisers, Inc. (the "Advisor") and Invesco PowerShares Capital Management LLC (the "Sub-Advisor").
Not an Investment Adviser; No Fiduciary Duty The Company acknowledges that you are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the Fund’s portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of you, and you are not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services. Neither this Agreement nor the performance of the services contemplated hereunder shall be considered to constitute a partnership, association or joint venture between you and the Company. In addition, nothing in this Agreement shall be construed to constitute you as the agent or employee of the Company or the Company as your agent or employee, and neither party shall make any representation to the contrary. It is understood that you are engaged hereunder as an independent contractor solely to provide the services described above to the Company and that you are not acting as an agent or fiduciary of, and you shall not have any duties or liability to, the current or future partners, members or equity owners of the Company or any other third party in connection with its engagement hereunder, all of which are hereby expressly waived to the extent the Company has the authority to waive such duties and liabilities. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the matters covered by this Agreement (irrespective of whether you have advised or are currently advising the Company on related or other matters).
Selection of Underwriter In the case of any registration effected pursuant to this Agreement, the Company shall have the right to designate the managing underwriter in any underwritten offering, subject to the approval of the holders of a majority of the Registrable Shares requested to be included in such offering, which approval shall not be unreasonably withheld.
Advising To adhere to the requirements set forth by HB1638, the Dual Enrollment Policy Statement approved during the SACSCOC December 2018 annual meeting, and legislative bills passed during the 86th Texas Legislative Session, the College and the School District will provide academic advising as listed herein. a. The 86th Texas Legislative Session passed SB 1324, which states that a student shall file a degree plan with the college not later than: 1. the end of the second regular semester or term immediately following the semester or term in which the student earned a cumulative total of 15 or more semester credit hours of course credit for dual credit courses successfully completed by the student; or 2. if the student begins the student ’s first semester or term at the college with 15 or more semester credit hours of course credit for dual credit courses successfully completed, the end of the student’s second regular semester or term at the college. b. SB 1324 further states that a student enrolled in a multidisciplinary studies associate degree program must meet with an academic advisor to complete a degree plan and account for all remaining credit hours required for the completion of the degree program. The College staff and the Student must also account for the Student’s transition to a particular four-year college or university that the Student chooses and preparations for the Student’s intended field of study or major at the four-year college or university. c. Through the School counselor(s), each Student will receive advising on the five high school endorsements. The College will provide information on the AlamoINSTITUTES appropriate to the Student’s selected career pathway. Each Student will select a high school endorsement and higher education degree plan. Information on the AlamoINSTITUTES can be found at: xxxxx://xxx.xxxxx.xxx/enroll/plan/. d. The 86th Texas Legislative Session passed SB1276, which requires that the College establish advising strategies and terminology related to dual credit and college readiness. The College and the School District will provide the alignment of high school endorsements described by Texas Education Code Section 28.025(c-1) offered by the School District, and dual credit courses offered under the agreement that apply towards those endorsements, with postsecondary pathways and credentials at the institution and industry certifications. e. The School Counselor or School designee will work with the College Advising Staff and College Coordinator of High School Programs to review and register students into courses that may count toward the degree at the 4-year university of the Student’s choice or a degree or certificate from the College. f. The Alamo Colleges District Transfer Advising Guides (“TAGs”) are available resources to provide Students with information for transfer pathways while minimizing loss of credits in the transfer process. Transfer Advising Guides depict a degree plan from a University in the Alamo Colleges District Transfer Compact. The Transfer Advising Guides can be found at: xxxx://xxxxxxxxxxxxxx.xxxxx.xxx/content.php?catoid=157&navoid=9481. The documents delineate the courses that are offered at the Colleges of the Alamo Colleges District. They provide valuable information about special requirements or considerations for transfer. Transfer Advising Guides are intended for advising purposes only and not an exhaustive list to be applied to all academic transfer situations or all degree plans within the Universities in the Alamo Colleges District Transfer Compact. While the Alamo Colleges District maintains articulation agreements with universities in the Alamo Colleges District Transfer Compact, it is highly recommended that the College, School District, School and Students communicate with the intended transfer institution to minimizing loss of applicable college course credits in the selected degree plan.