Alternative Investment Fund Manager Sample Clauses

Alternative Investment Fund Manager. (a) The General Partner has appointed the AIFM to serve as the Partnership's authorized alternative investment fund manager within the meaning of Chapter 2 of the AIFM Law. The AIFM has appointed the Investment Manager to provide portfolio management services and the Investment Manager will have day-to-day responsibility for (without limitation) discretionary management of the Partnership's investments in accordance with the terms of the investment management agreement. (b) The AIFM will, under the supervision of the General Partner, manage the Partnership in the exclusive interest of the Partners and in accordance with this Agreement, Luxembourg law and regulations and the AIFM agreement between the General Partner, acting on behalf of the Partnership, and the AIFM. The AIFM has delegated to the Investment Manager the power to make portfolio management investment and divestment decisions for the Partnership. The General Partner will retain ultimate responsibility for all decisions relating to the operation and management of the Partnership, including, but not limited to, investment decisions. (c) The AIFM shall in particular be responsible for the following duties towards the Partnership: (i) management of the assets of the Partnership (including portfolio management oversight and risk management as regards these assets; and (ii) performing valuation functions, it being understood that the AIFM may appoint delegated entities in this respect. (d) The Partnership shall pay to the AIFM a fee out of the assets of the Partnership. For the avoidance of doubt, the AIFM will receive such fee paid by the Partnership as compensation for managing the affairs of the Partnership in compliance with the AIFM Law.
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Alternative Investment Fund Manager. (a) The General Partner has appointed the AIFM to serve as the Partnership's authorized alternative investment fund manager within the meaning of Chapter II of the AIFM Directive and Chapter 2 of the AIFM Law. The AIFM has appointed the Portfolio Manager to provide portfolio management services and the Portfolio Manager will have day-to-day responsibility for (without limitation) discretionary management of the Partnership's investments in accordance with the terms of the portfolio management agreement. The AIFM Agreement may be voluntarily terminated by either party in accordance with the terms set forth therein. The General Partner, in its discretion, may remove and replace the AIFM, which replacement may be a duly qualified Affiliate of the General Partner. (b) The AIFM will, under the supervision of the General Partner, manage the Partnership in the exclusive interest of the Partners and in accordance with this Agreement, Luxembourg law and regulations and the AIFM agreement between the General Partner, acting on behalf of the Partnership, and the AIFM. The AIFM will be empowered, subject to the rules as further set out hereafter, to exercise all of the rights attached directly or indirectly to the assets of the Partnership. The AIFM has delegated to the Portfolio Manager the power to make portfolio management investment and divestment decisions for the Partnership. The General Partner will retain ultimate responsibility for all decisions relating to the operation and management of the Partnership, including, but not limited to, investment decisions. (c) The AIFM shall in particular be responsible for the following duties towards the Partnership: (i) management of the assets of the Partnership (including portfolio management oversight and risk management as regards these assets), it being understood that the AIFM has appointed the Portfolio Manager and may appoint other investment advisor(s); (ii) notification of the Partnership for marketing purposes to the local regulatory authority; and (iii) performing valuation functions, it being understood that the AIFM may appoint delegated entities in this respect. (d) The Partnership shall pay to the AIFM a fee out of the assets of the Partnership. For the avoidance of doubt, the AIFM will receive such fee paid by the Partnership as compensation for managing the affairs of the Partnership in compliance with the AIFM Directive and AIFM Law.
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Related to Alternative Investment Fund Manager

  • Investment Funds Unregistered general or limited partnerships or pooled investment vehicles and/or registered investment companies in which the Company (directly, or indirectly through the Master Fund) invests its assets that are advised by an Investment Manager.

  • Investment Adviser and Investment Sub-Adviser The Trustees may in their discretion, from time to time, enter into an investment advisory or management contract or contracts with respect to the Trust or any Series whereby the other party or parties to such contract or contracts shall undertake to furnish the Trust with such management, investment advisory, statistical and research facilities and services and such other facilities and services, if any, and all upon such terms and conditions, as the Trustees may in their discretion determine. Notwithstanding any other provision of this Trust Instrument, the Trustees may authorize any investment adviser (subject to such general or specific instructions as the Trustees may from time to time adopt) to effect purchases, sales or exchanges of portfolio securities, other investment instruments of the Trust, or other Trust Property on behalf of the Trustees, or may authorize any officer, employee, agent, or Trustee to effect such purchases, sales or exchanges pursuant to recommendations of the investment adviser (and all without further action by the Trustees). Any such purchases, sales and exchanges shall be deemed to have been authorized by the Trustees. The Trustees may authorize, subject to applicable requirements of the 1940 Act, the investment adviser to employ, from time to time, one or more sub-advisers to perform such of the acts and services of the investment adviser, and upon such terms and conditions, as may be agreed upon between the investment adviser and sub-adviser. Any reference in this Trust Instrument to the investment adviser shall be deemed to include such sub-advisers, unless the context otherwise requires.

  • Investment Manager The Employer may appoint a qualified Investment Manager or Managers to manage any portion or all of the assets of the Trust Fund. For the purpose of this Plan and the related Trust, a "

  • Investment Committee The board of directors of the insurance company shall appoint an investment committee of the investment manager as the investment committee of the insurance company. The investment committee shall meet at least once each quarter to review the investments and loans of the insurance company.

  • Sub-Investment Advisers The Adviser may employ one or more sub-investment advisers from time to time to perform such of the acts and services of the Adviser, including the selection of brokers or dealers to execute the Trust's portfolio security transactions, and upon such terms and conditions as may be agreed upon between the Adviser and such sub-investment adviser and approved by the Trustees of the Trust, all as permitted by the Investment Company Act of 1940.

  • PIPE Investment (a) Following the Original Agreement Date and until the date of the mailing of the Proxy Statement to the stockholders of Acquiror may enter into subscription agreements (each, a “Subscription Agreement”) with investors (a “PIPE Investor”) relating to an investment in convertible preferred stock of Acquiror (“PIPE Securities”) pursuant to a private placement to be consummated immediately prior to the consummation of the Business Combination (the “PIPE”), in either case, on terms mutually agreeable to Acquiror and the Company acting reasonably and in good faith (a “PIPE Investment”), provided that, unless otherwise agreed by Acquiror and the Company, the aggregate gross proceeds under the Subscription Agreements shall not exceed $100,000,000 (the “PIPE Investment Amount”), provided further that, such PIPE Investment Amount shall be increased to account for any fees paid by the Company in connection with the negotiation, execution and/or consummation of the PIPE Investment Amount. In connection with Acquiror seeking a PIPE Investment, Acquiror and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Investment and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Acquiror). In connection with a PIPE Investment, to the extent necessary to address the treatment of the PIPE Securities underlying such PIPE Investment hereunder, Acquiror and the Company shall negotiate in good faith to amend or otherwise modify this Agreement to reflect such PIPE Securities. (b) Acquiror shall not reduce the PIPE Investment Amount or the subscription amount under any Subscription Agreement or reduce or impair the rights of Acquiror under any Subscription Agreement, permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate), any provision or remedy under, or any replacements of, any of the Subscription Agreements, in each case, other than any assignment or transfer contemplated therein or expressly permitted thereby (without any further amendment, modification or waiver to such assignment or transfer provision); provided, that, in the case of any such assignment or transfer, the initial party to such Subscription Agreement remains bound by its obligations with respect thereto in the event that the transferee or assignee, as applicable, does not comply with its obligations to consummate the purchase of the PIPE Securities contemplated thereby, unless otherwise approved in writing by the other Party (which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the foregoing actions that would not increase conditionality or impose any new obligation on Acquiror. (c) Acquiror shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by any Subscription Agreement to which it is a party on the terms and conditions described therein, including maintaining in effect such Subscription Agreement and to use its reasonable best efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in such Subscription Agreement and otherwise comply with its obligations thereunder, (ii) confer with the Company regarding timing for delivery of any closing notice pursuant to such Subscription Agreement, and (iii) enforce its rights under such Subscription Agreement in the event that all conditions in such Subscription Agreement (other than conditions that Acquiror, the Company or any of their respective Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable PIPE Investor to pay to (or as directed by) Acquiror the consideration set forth in such Subscription Agreement and consummate the transactions contemplated by such Subscription Agreement at or prior to Closing, in accordance with its terms. (d) Without limiting the generality of the foregoing, Acquiror shall give the Company prompt written notice: (i) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any breach or default) by any party to any Subscription Agreement known to Acquiror; (ii) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement; (iii) of any amendment, waiver or modification to any Subscription Agreement entered into by Acquiror that such Party was permitted to make without the prior written consent of the Company in accordance with this Section 8.04(d), it being understood that such amendment, waiver or modification is not conditioned on delivery of such notice and (iv) if Acquiror does not expect to receive all or any portion of financing proceeds on the terms, in the manner or from the applicable PIPE Investors as contemplated by the Subscription Agreements.

  • Investment Managers Third party investment managers that manage and direct the investment activities of Investment Funds or are retained to manage and invest a designated portion of the assets of the Master Fund.

  • Settlement Fund All payments under this Section IV shall be made into the Settlement Fund, except that, where specified, they shall be made into the Settlement Fund Escrow. The Settlement Fund shall be allocated and used only as specified in Section V.

  • Settlement Funds The Servicer shall be named as a payee on all insurance loss drafts and upon receipt thereof, the funds shall be credited to the Borrower's Insurance Proceeds balance and deposited into (a) where such funds will be applied to the repair and restoration of the related Mortgaged Property and where required by applicable state law, one or more separate escrow accounts, so that the balance on deposit in such accounts is fully insured at all times by the FDIC through either the BIF or SAIF or (b) where such funds will not be applied to the repair and restoration of the related Mortgaged Property, the respective Custodial P&I Account.

  • Payment Fund “Payment Fund” is defined in Section 2.6(a) of the Agreement.

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