Appointment of Investment Manager. (a) The Fund hereby employs the Investment Manager for the period and on the terms and conditions set forth herein, subject at all times to the supervision of the Board of Directors of the Fund, to: 1. Other than with respect to the portion of the Funds assets invested in direct investments (assets of the Fund that are invested in securities that at the time of such investment are not listed (or approved for listing) on a securities exchange), make all investment decisions for the assets of the Fund (the Listed Assets) and to manage the investment and reinvestment of the Listed Assets in accordance with the investment objective and policies of the Fund set forth in the Funds Prospectus, and as such investment objective and policies are amended from time to time by the Funds Board of Directors, and subject always to the restrictions of the Funds Articles of Incorporation and By-Laws, as amended or restated from time to time, the provisions of the 1940 Act. Should the Board of Directors for the Fund at any time make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall vote the Funds proxies in connection with its Listed Assets in accordance with the Funds proxy voting policies which may be amended from time to time by the Board, however, the Investment Manager will not be required to comply with any such amendment until 30 days after it has been communicated to the Investment Manager. The Investment Manager shall make such reports to the Board concerning such proxy voting as the Board may deem necessary or advisable. It is understood and acknowledged that no assurance has been or can be provided that the investment objective of the Fund can or will be achieved. The Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Fund applicable to the Funds Listed Assets and, with respect to the Funds Listed Assets, to place all orders for the purchase or sale of portfolio securities for the Fund with brokers or dealers selected by it, and in connection therewith, the Investment Manager is authorized as agent of the Fund to give instructions to the custodians from time to time of the Funds Listed Assets as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to seek to use its best efforts to obtain for the Fund the most favorable net results available (best execution). In using its best efforts to obtain for the Fund best execution, the Investment Manager shall consider all factors it deems relevant, including, by way of illustration, price, the size of the transaction, the nature of the market security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in other transaction. Subject to such policies as the Fund may communicate to the Investment Manager in writing, the Investment Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Investment Manager or its affiliates an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Investment Manager determines in good faith that such amount of commission was reasonable. Subject to these requirements and the provision of the 1940 Act, the U.S. Securities Exchange Act of 1934 and any other applicable provisions of law, nothing shall prohibit the Investment Manager from selecting brokers or dealers with which it or the Fund is affiliated; 2. Prepare and make available to the Fund as reasonably requested by the Board of Directors pertinent research and statistical data; and 3. Maintain or cause to be maintained for the Fund all books and records required under the 1940 Act, to the extent that such books and records are not maintained or furnished by administrators, custodians or other agents of the Fund. (b) The Investment Manager accepts such appointment and agrees during the term of this Agreement to render such services, to permit one of its or its affiliates directors, officers or employees to serve without compensation as a director and/or officer of the Fund if elected to such positions and to assume the obligations herein for the compensation herein provided. The Investment Manager shall for all purposes herein provided be deemed to be an independent contractor, and unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. (c) The Fund hereby acknowledges (and the Investment Manager hereby acknowledges the Fund has informed it) that the Fund has allocated 25% of the net proceeds of the Offering (as defined in the Prospectus) less 25% of the aggregate repurchase price of any shares of the Funds Common Stock repurchased by the Fund to direct investments; provided, however, that such allocation shall be subject to review and modification by the Board of Directors of the Fund (the Direct Investment Amount). The portion of the Direct Investment Amount as is actually invested in direct investments shall be managed by such entity as may be appointed by the Fund to manage the assets of the Fund other than the Listed Assets (the Direct Investment Manager) in accordance with the terms of a separate investment management and advisory services agreement entered into by and between the Fund and the Direct Investment Manager (the Direct Investment Management Agreement). The portion of the Direct Investment Amount as is not actually invested in direct investments shall be treated as Listed Assets to be managed by the Investment Manager pursuant to the terms of this Agreement. Whenever the Direct Investment Manager shall recommend the investment of Fund assets in a direct investment, the Fund shall instruct the Investment Manager in writing as to the amount of Fund assets sought to be invested in such direct investment, and the Investment Manager shall, within ten business days thereafter (or such other period of time as the Fund may direct in writing, but such period may not be less than 10 business days), liquidate sufficient portfolio securities to realize such amount and make the net proceeds thereof available for investment in such direct investment Upon the sale of a direct investment, the Direct Investment Manager shall make the net proceeds thereof available as soon as reasonably practicable for investment pursuant to this Agreement by the Investment Manager. For the avoidance of doubt, the Investment Manager shall not be under any obligation to comply with or to ensure that the amount of direct investments are within the Direct Investment Amount. (d) The Fund hereby agrees that the Investment Manager shall be entitled to delegate all or any of its functions, powers, discretions, duties and obligations, to any person or persons, and any such delegation may be on such terms and conditions as the Investment Manager thinks fit provided that any such delegation shall not relieve the Investment Manager of its obligations under this Agreement; provided, however, that no delegation of investment management powers and functions may occur unless approved in advance by the Board of Directors of the Fund and, if required by the 1940 Act, by the Funds stockholders; and provided further that no delegation of any other powers or functions may occur unless the Investment Manager has given the Board of Directors of the Fund at least 30 days prior notice of such delegation.
Appears in 2 contracts
Samples: Investment Advisory and Management Agreement (China Fund Inc), Investment Advisory and Management Agreement (China Fund Inc)
Appointment of Investment Manager. (a) The Fund hereby employs the Investment Manager for the period and on the terms and conditions set forth herein, subject at all times to the supervision of the Board of Directors of the Fund, to: 1. Other than with respect to the portion of the Funds assets invested in direct investments :
(assets of the Fund that are invested in securities that at the time of such investment are not listed (or approved for listingi) on a securities exchange), make Make all investment decisions for the assets of the Fund (the Listed Assets) and to manage the investment and reinvestment of the Listed Assets those assets in accordance with the investment objective and policies of the Fund Fund, as set forth in the Funds Fund's Prospectus, and as such investment objective and policies are amended from time to time by the Funds Board of Directors, and subject always to the restrictions of the Funds Fund's Articles of Incorporation and By-Laws, as amended or restated from time to time, the provisions of the 1940 ActAct and the Fund's investment objective and policies and investment restrictions, as the same are set forth in the Fund's Prospectus. Should the Board of Directors for of the Fund at any time make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall vote the Funds proxies in connection with its Listed Assets in accordance with the Funds proxy voting policies which may be amended from time to time by the Board, however, the Investment Manager will not be required to comply with any such amendment until 30 days after it has been communicated to the Investment Manager. The Investment Manager shall make such reports to the Board concerning such proxy voting as the Board may deem necessary or advisable. It is understood and acknowledged that no assurance has been or can be provided that the investment objective of the Fund can or will be achieved. The Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Fund applicable to the Funds Listed Assets and, with respect to the Funds Listed Assets, and to place all orders for the purchase or sale of portfolio securities for the Fund with brokers or dealers selected by it, and in connection therewith, the Investment Manager is authorized as agent of the Fund to give instructions to the custodians from time to time of the Funds Listed Assets Fund's assets as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to seek to use its best efforts to obtain for the Fund the most favorable net results available (best execution). In using its best efforts to obtain for as determined by the Fund best execution, the Investment Manager shall consider all factors it deems relevant, including, by way Board of illustration, price, the size Directors of the transaction, the nature of the market security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in other transactionFund. Subject to such policies as the Fund may communicate to the Investment Manager in writing, the Investment Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Investment Manager or its affiliates an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Investment Manager determines in good faith that such amount of commission was reasonable. Subject to these requirements requirement and the provision provisions of the 1940 Act, the U.S. Securities Exchange Act of 1934 1934, as amended, and any other applicable provisions of law, nothing shall prohibit the Investment Manager from selecting brokers or dealers with which it or the Fund is affiliated; 2. affiliated or which provide the Investment Manager with investment research services as described in the Fund's Prospectus;
(ii) Prepare and make available to the Fund as reasonably requested by the Board of Directors pertinent research and statistical datadata in connection therewith; and 3. and
(iii) Maintain or cause to be maintained for the Fund all books and records required under the 1940 Act, to the extent that such books and records are not maintained or furnished by administrators, custodians or other agents of the Fund.
(b) The Investment Manager accepts such appointment employment and agrees during the term of this Agreement to render such services, to permit one any of its or its affiliates directors, officers or employees to serve without compensation as a director and/or officer directors or officers of the Fund if elected to such positions positions, and to assume the obligations set forth herein for the compensation herein provided. The Investment Manager shall for all purposes herein provided be deemed to be an independent contractorcontractor and, and unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund.
(c) The Fund hereby acknowledges (and the Investment Manager hereby acknowledges the Fund has informed it) that the Fund has allocated 25% of the net proceeds of the Offering (as defined in the Prospectus) less 25% of the aggregate repurchase price of any shares of the Funds Common Stock repurchased by the Fund to direct investments; provided, however, that such allocation shall be subject to review and modification by the Board of Directors of the Fund (the Direct Investment Amount). The portion of the Direct Investment Amount as is actually invested in direct investments shall be managed by such entity as may be appointed by the Fund to manage the assets of the Fund other than the Listed Assets (the Direct Investment Manager) in accordance with the terms of a separate investment management and advisory services agreement entered into by and between the Fund and the Direct Investment Manager (the Direct Investment Management Agreement). The portion of the Direct Investment Amount as is not actually invested in direct investments shall be treated as Listed Assets to be managed by the Investment Manager pursuant to the terms of this Agreement. Whenever the Direct Investment Manager shall recommend the investment of Fund assets in a direct investment, the Fund shall instruct the Investment Manager in writing as to the amount of Fund assets sought to be invested in such direct investment, and the Investment Manager shall, within ten business days thereafter (or such other period of time as the Fund may direct in writing, but such period may not be less than 10 business days), liquidate sufficient portfolio securities to realize such amount and make the net proceeds thereof available for investment in such direct investment Upon the sale of a direct investment, the Direct Investment Manager shall make the net proceeds thereof available as soon as reasonably practicable for investment pursuant to this Agreement by the Investment Manager. For the avoidance of doubt, the Investment Manager shall not be under any obligation to comply with or to ensure that the amount of direct investments are within the Direct Investment Amount.
(d) The Fund hereby agrees that the Investment Manager shall be entitled to delegate all or any of its functions, powers, discretions, duties and obligations, to any person or persons, and any such delegation may be on such terms and conditions as the Investment Manager thinks fit provided that any such delegation shall not relieve the Investment Manager of its obligations under this Agreement; provided, however, that no delegation of investment management powers and functions may occur unless approved in advance by the Board of Directors of the Fund and, if required by the 1940 Act, by the Funds stockholders; and provided further that no delegation of any other powers or functions may occur unless the Investment Manager has given the Board of Directors of the Fund at least 30 days prior notice of such delegation.
Appears in 1 contract
Samples: Investment Advisory and Management Agreement (Morgan Stanley High Yield Fund Inc)
Appointment of Investment Manager. (a) The Fund hereby employs the Investment Manager for the period and on the terms and conditions set forth herein, subject at all times to the supervision of the Board of Directors of the FundFund (the Board), to: 1. Other than with respect to the portion of the Funds assets invested in direct investments :
(assets of the Fund that are invested in securities that at the time of such investment are not listed (or approved for listingi) on a securities exchange), make Make all investment decisions for the assets of the Fund (the Listed Fund Assets) and to manage the investment and reinvestment of the Listed Fund Assets in accordance with the investment objective and policies of the Fund set forth in the Funds ProspectusFund, and as such investment objective and policies are amended from time to time by the Board (or with the concurrence of the Funds Board shareholders, in each case in accordance with the requirements of Directorsthe 1940 Act), and subject always to the restrictions of the Funds Articles Certificate of Incorporation and By-Laws, as amended or restated from time to time, the provisions of the 1940 Act. Should the Board of Directors for the Fund at any time make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall vote the Funds proxies in connection with its Listed Assets in accordance with the Funds proxy voting policies policies, which may be amended from time to time by the Board, however, the Investment Manager will not be required to comply with any such amendment until 30 days after it has been Board and communicated to the Investment Manager. The Investment Manager shall make such reports to the Board concerning such proxy voting as the Board may deem necessary or advisableadvisable and as may be required by rules and regulations under the 1940 Act. It is understood and acknowledged The Fund acknowledges that no assurance has been or can be provided that the investment objective of the Fund can or will be achieved. The Investment Manager shall take, on behalf of the Fund, all actions which it that the Investment Manager deems necessary to implement the investment policies of the Fund applicable to the Funds Listed Assets and, with respect to the Funds Listed Assets, and to place all orders for the purchase or sale of portfolio securities for the Fund with brokers or dealers selected by itthe Investment Manager, and in connection therewith, the Investment Manager is authorized as agent of the Fund to give instructions to the custodians from time to time of the Funds Listed Fund Assets as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to seek to use its best efforts to obtain for the Fund the most favorable net results available (best execution). In using its best efforts to obtain for the Fund best execution, the Investment Manager shall consider all factors it deems relevant, including, by way of illustration, price, the size of the transaction, the nature of the market security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in other transactiontransactions. Subject to such policies as the Fund may communicate to the Investment Manager in writing, the Investment Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Investment Manager or its affiliates an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Investment Manager determines in good faith that such amount of commission was reasonable. Subject to these requirements and ; (ii) Assist the provision of the 1940 Act, the U.S. Securities Exchange Act of 1934 and any other applicable provisions of law, nothing shall prohibit the Investment Manager from selecting brokers or dealers with which it or the Fund is affiliated; 2. Prepare and make available to the Fund as reasonably requested by the Board of Directors pertinent research and statistical data; and 3. Maintain or cause to be maintained for the Fund all books and records required under the 1940 Act, to the extent that such books and records are not maintained or furnished by administrators, custodians or other agents administrator of the Fund., as requested, in the preparation of the Funds periodic financial statements and in the valuation
(b) The Investment Manager accepts such appointment and agrees during the term of this Agreement to render such services, to permit one any of its or its affiliates directorsmanagers, members, officers or employees to serve without compensation as a director and/or officer directors or officers of the Fund if elected to such positions and to assume the obligations herein for the compensation herein provided. The Investment Manager shall for all purposes herein provided be deemed to be an independent contractorcontractor and, and unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund.
(c) The Investment Manager may from time to time, in its discretion and with the approval of the Board, delegate certain of its responsibilities under this Agreement in respect of any Fund hereby acknowledges to APS Asset Management Pte Ltd (and the Sub-Adviser), which is registered under the Investment Manager hereby acknowledges the Fund has informed it) Advisers Act of 1940, as amended, provided that the Fund has allocated 25% separate costs of employing the Sub-Adviser and of the net proceeds of the Offering (as defined in the Prospectus) less 25% of the aggregate repurchase price of any shares of the Funds Common Stock repurchased by the Fund to direct investments; provided, however, that such allocation shall be subject to review and modification by the Board of Directors of the Fund (the Direct Investment Amount). The portion of the Direct Investment Amount as is actually invested in direct investments shall be managed by such entity as may be appointed by the Fund to manage the assets of the Fund other than the Listed Assets (the Direct Investment Manager) in accordance with the terms of a separate investment management and advisory services agreement entered into by and between the Fund and the Direct Investment Manager (the Direct Investment Management Agreement). The portion of the Direct Investment Amount as is not actually invested in direct investments shall be treated as Listed Assets to be managed Sub-Adviser itself are borne by the Investment Manager pursuant to or the terms of this AgreementSub-Adviser and not by the Fund. Whenever Notwithstanding any such delegation, the Direct Investment Manager shall recommend the investment of Fund assets in a direct investment, remain responsible and liable to the Fund shall instruct for the Investment Manager in writing acts and omissions of the Sub-Adviser as to if any such act or omission were the amount act or omission of Fund assets sought to be invested in such direct investment, and the Investment Manager shall, within ten business days thereafter (or such other period of time as the Fund may direct in writing, but such period may not be less than 10 business days), liquidate sufficient portfolio securities to realize such amount and make the net proceeds thereof available for investment in such direct investment Upon the sale of a direct investment, the Direct Investment Manager shall make the net proceeds thereof available as soon as reasonably practicable for investment pursuant to this Agreement by the Investment Manager. For the avoidance of doubt, the Investment Manager shall preceding sentence is not be under intended to alter any obligation to comply with rights, claims, or to ensure that the amount of direct investments are within the Direct Investment Amount.
(d) The Fund hereby agrees that actions the Investment Manager shall be entitled to delegate all or any of its functions, powers, discretions, duties and obligations, to any person or persons, and any such delegation may be on such terms and conditions as pursue against the Investment Manager thinks fit provided that any such delegation shall not relieve the Investment Manager of its obligations under this Agreement; provided, however, that no delegation of investment management powers and functions may occur unless approved in advance by the Board of Directors of the Fund and, if required by the 1940 Act, by the Funds stockholders; and provided further that no delegation of any other powers or functions may occur unless the Investment Manager has given the Board of Directors of the Fund at least 30 days prior notice of such delegationSub-Adviser.
Appears in 1 contract
Samples: Investment Advisory and Management Agreement (Taiwan Fund Inc)
Appointment of Investment Manager. (a) The Fund hereby employs the Investment Manager for the period and on the terms and conditions set forth herein, subject at all times to the supervision of the Board of Directors of the Fund, to: 1. Other than with respect to the portion of the Funds assets invested in direct investments :
(assets of the Fund that are invested in securities that at the time of such investment are not listed (or approved for listingi) on a securities exchange), make Make all investment decisions for the assets of the Fund (the Listed Assets) and to manage the investment and reinvestment of the Listed Assets those assets in accordance with the investment objective objectives and policies of the Fund Fund, as set forth in the Funds Fund’s Prospectus, and as such investment objective and policies are amended from time to time by the Funds Board of Directors, and subject always to the restrictions of the Funds Fund’s Articles of Incorporation and By-Laws, as amended or restated from time to time, the provisions of the 1940 ActAct and the Fund’s investment objectives and policies and investment restrictions, as the same are set forth in the Fund’s Prospectus. Should the Board of Directors for of the Fund at any time make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall vote the Funds proxies in connection with its Listed Assets in accordance with the Funds proxy voting policies which may be amended from time to time by the Board, however, the Investment Manager will not be required to comply with any such amendment until 30 days after it has been communicated to the Investment Manager. The Investment Manager shall make such reports to the Board concerning such proxy voting as the Board may deem necessary or advisable. It is understood and acknowledged that no assurance has been or can be provided that the investment objective of the Fund can or will be achieved. The Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Fund applicable to the Funds Listed Assets and, with respect to the Funds Listed Assets, and to place all orders for the purchase or sale of portfolio securities for the Fund with brokers or dealers selected by it, and in connection therewith, the Investment Manager is authorized as agent of the Fund to give instructions to the custodians from time to time of the Funds Listed Assets Fund’s assets as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to seek to use its best efforts to obtain for the Fund the most favorable net results available (best execution). In using its best efforts to obtain for as determined by the Fund best execution, the Investment Manager shall consider all factors it deems relevant, including, by way Board of illustration, price, the size Directors of the transaction, the nature of the market security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in other transactionFund. Subject to such policies as the Fund may communicate to the Investment Manager in writing, the Investment Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Investment Manager or its affiliates an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Investment Manager determines in good faith that such amount of commission was reasonable. Subject to these requirements requirement and the provision provisions of the 1940 Act, the U.S. Securities Exchange Act of 1934 1934, as amended, and any other applicable provisions of law, nothing shall prohibit the Investment Manager from selecting brokers or dealers with which it or the Fund is affiliated; 2. affiliated or which provide the Investment Manager with investment research services as described in the Fund’s Prospectus;
(ii) Prepare and make available to the Fund as reasonably requested by the Board of Directors pertinent research and statistical datadata in connection therewith; and 3. and
(iii) Maintain or cause to be maintained for the Fund all books and records required under the 1940 Act, to the extent that such books and records are not maintained or furnished by administrators, custodians or other agents of the Fund.
(b) The Investment Manager accepts such appointment employment and agrees during the term of this Agreement to render such services, to permit one any of its or its affiliates directors, officers or employees to serve without compensation as a director and/or officer directors or officers of the Fund if elected to such positions positions, and to assume the obligations set forth herein for the compensation herein provided. The Investment Manager shall for all purposes herein provided be deemed to be an independent contractorcontractor and, and unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund.
(c) The Fund hereby acknowledges (and the Investment Manager hereby acknowledges the Fund has informed it) that the Fund has allocated 25% of the net proceeds of the Offering (as defined in the Prospectus) less 25% of the aggregate repurchase price of any shares of the Funds Common Stock repurchased by the Fund to direct investments; provided, however, that such allocation shall be subject to review and modification by the Board of Directors of the Fund (the Direct Investment Amount). The portion of the Direct Investment Amount as is actually invested in direct investments shall be managed by such entity as may be appointed by the Fund to manage the assets of the Fund other than the Listed Assets (the Direct Investment Manager) in accordance with the terms of a separate investment management and advisory services agreement entered into by and between the Fund and the Direct Investment Manager (the Direct Investment Management Agreement). The portion of the Direct Investment Amount as is not actually invested in direct investments shall be treated as Listed Assets to be managed by the Investment Manager pursuant to the terms of this Agreement. Whenever the Direct Investment Manager shall recommend the investment of Fund assets in a direct investment, the Fund shall instruct the Investment Manager in writing as to the amount of Fund assets sought to be invested in such direct investment, and the Investment Manager shall, within ten business days thereafter (or such other period of time as the Fund may direct in writing, but such period may not be less than 10 business days), liquidate sufficient portfolio securities to realize such amount and make the net proceeds thereof available for investment in such direct investment Upon the sale of a direct investment, the Direct Investment Manager shall make the net proceeds thereof available as soon as reasonably practicable for investment pursuant to this Agreement by the Investment Manager. For the avoidance of doubt, the Investment Manager shall not be under any obligation to comply with or to ensure that the amount of direct investments are within the Direct Investment Amount.
(d) The Fund hereby agrees that the Investment Manager shall be entitled to delegate all or any of its functions, powers, discretions, duties and obligations, to any person or persons, and any such delegation may be on such terms and conditions as the Investment Manager thinks fit provided that any such delegation shall not relieve the Investment Manager of its obligations under this Agreement; provided, however, that no delegation of investment management powers and functions may occur unless approved in advance by the Board of Directors of the Fund and, if required by the 1940 Act, by the Funds stockholders; and provided further that no delegation of any other powers or functions may occur unless the Investment Manager has given the Board of Directors of the Fund at least 30 days prior notice of such delegation.
Appears in 1 contract
Samples: Investment Advisory and Management Agreement (Morgan Stanley Emerging Markets Debt Fund Inc)
Appointment of Investment Manager. (a) The Fund hereby employs the Investment Manager for the period and on the terms and conditions set forth herein, subject at all times to the supervision of the Board of Directors of the Fund, to: 1. :
i. Other than with respect to the portion of the Funds Fund's assets invested in direct investments (assets of the Fund that are invested in securities that at the time of such investment are not listed (or approved for listing) on a securities exchange)investments, make all investment decisions for the assets of the Fund (the "Listed Assets") and to manage the investment and reinvestment of the Listed Assets in accordance with the investment objective and policies of the Fund set forth in the Funds Fund's Prospectus, and as such investment objective and policies are amended from time to time by the Funds Fund's Board of Directors, and subject always to the restrictions of the Funds Fund's Articles of Incorporation and By-Laws, as amended or restated from time to time, the provisions of the 1940 Act. Should the Board of Directors for the Fund at any time make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall vote the Funds Fund's proxies in connection with its Listed Assets direct investments, in accordance with the Funds Fund's proxy voting policies which may be amended from time to time by the Board, however, the Investment Manager will not be required to comply with any such amendment until 30 days after it has been Board and communicated to the Investment Manager. The Investment Manager shall make such reports to the Board concerning such proxy voting as the Board may deem necessary or advisable. It is understood and acknowledged that no assurance has been or can be provided that the investment objective of the Fund can or will be achieved. The Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Fund applicable to the Funds Fund's Listed Assets and, with respect to the Funds Fund's Listed Assets, to place all orders for the purchase or sale of portfolio securities for the Fund with brokers or dealers selected by it, and in connection therewith, the Investment Manager is authorized as agent of the Fund to give instructions to the custodians from time to time of the Funds Fund's Listed Assets as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to seek to use its best efforts to obtain for the Fund the most favorable net results available ("best execution"). In using its best efforts to obtain for the Fund best execution, the Investment Manager shall consider all factors it deems relevant, including, by way of illustration, price, the size of the transaction, the nature of the market security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in other transaction. Subject to such policies as the Fund may communicate to the Investment Manager in writing, the Investment Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Investment Manager or its affiliates an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Investment Manager determines in good faith that such amount of commission was reasonable. Subject to these requirements and the provision of the 1940 Act, the U.S. Securities Exchange Act of 1934 and any other applicable provisions of law, nothing shall prohibit the Investment Manager from selecting brokers or dealers with which it or the Fund is affiliated; 2;
ii. Prepare and make available to the Fund as reasonably requested by the Board of Directors pertinent research and statistical data; and 3and
iii. Maintain or cause to be maintained for the Fund all books and records required under the 1940 Act, to the extent that such books and records are not maintained or furnished by administrators, custodians or other agents of the Fund.
(b) The Investment Manager accepts such appointment and agrees during the term of this Agreement to render such services, to permit one any of its or its affiliates directors, officers or employees to serve without compensation as a director and/or officer directors or officers of the Fund if elected to such positions and to assume the obligations herein for the compensation herein provided. The Investment Manager shall for all purposes herein provided be deemed to be an independent contractor, and unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund.
(c) The Fund hereby acknowledges (and the Investment Manager hereby acknowledges the Fund has informed it) acknowledge that the Fund has allocated 25% of the net proceeds of the Offering (as defined in the Prospectus) less 25% of the aggregate repurchase price of any shares of the Funds Fund's Common Stock repurchased by the Fund to direct investments; provided, however, that such allocation shall be subject to review and modification by the Board of Directors of the Fund (the "Direct Investment Amount"). The portion of the Direct Investment Amount as is actually invested in direct investments shall be managed by such entity as may be appointed by the Fund to manage the assets of the Fund other than the Listed Assets (the "Direct Investment Manager") in accordance with the terms of a separate investment management and advisory services agreement entered into by and between the Fund and the Direct Investment Manager (the "Direct Investment Management Agreement"). The portion of the Direct Investment Amount as is not actually invested in direct investments shall be treated as Listed Assets to be managed by the Investment Manager pursuant to the terms of this Agreement. For purposes of the Agreement, a "direct investment" is any investment made under the direction of the Direct Investment Manager, which as of the date of this Agreement, consists of Captive Finance Limited, Tomoike Industrial Limited, and Xxx Xxxx Ceramics Concepts Ltd. Whenever the Direct Investment Manager shall recommend the investment of Fund assets in a direct investment, the Fund Direct Investment Manager shall instruct notify the Investment Manager in writing as to the amount of Fund assets sought to be invested in such direct investment, and the Investment Manager shall, within ten business days thereafter (or such other period of time as the Fund may direct in writing, but such period may not be less than 10 business days), liquidate sufficient portfolio securities to realize such amount and make the net proceeds thereof available for investment in such direct investment investment. Upon the sale of a direct investment, the Direct Investment Manager shall make the net proceeds thereof available as soon as reasonably practicable for investment pursuant to this Agreement by the Investment Manager. For the avoidance of doubt, the Investment Manager shall not be under any obligation to comply with or to ensure that the amount of direct investments are within the Direct Investment Amount.
(d) The Fund hereby agrees that the Investment Manager shall be entitled to delegate all or any of its functions, powers, discretions, duties and obligations, to any person or persons, and any such delegation may be on such terms and conditions as the Investment Manager thinks fit provided that any such delegation shall not relieve the Investment Manager of its obligations under this Agreement; provided, however, that no delegation of investment management powers and functions may occur unless approved in advance by the Board of Directors of the Fund and, if required by the 1940 Act, by the Funds stockholders; and provided further that no delegation of any other powers or functions may occur unless the Investment Manager has given the Board of Directors of the Fund at least 30 days prior notice of such delegation.
Appears in 1 contract
Samples: Investment Advisory and Management Agreement (China Fund Inc)
Appointment of Investment Manager. (a) The Fund hereby employs the Investment Manager for the period and on the terms and conditions set forth herein, subject at all times to the supervision of the Board of Directors of the Fund, to: 1. Other than with respect to the portion of the Funds assets invested in direct investments (assets Trustees of the Fund that are invested in securities that at (the time of such investment are not listed (or approved for listing) on a securities exchange“Board”), make to:
(i) Make all investment decisions for the assets of the Fund (the Listed “Assets”) and to manage the investment and reinvestment of the Listed Assets in accordance with the investment objective and policies of the Fund set forth in the Funds ProspectusFund, and as such investment objective and policies are amended from time to time by the Funds Board (or with the concurrence of Directorsthe Fund’s shareholders, in each case in accordance with the requirements of the 1940 Act), and subject always to the restrictions of the Funds Articles Fund’s Declaration of Incorporation Trust and By-Laws, as amended or restated from time to time, the provisions of the 1940 Act. Should the Board of Directors for the Fund at any time make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall vote the Funds Fund’s proxies in connection with its Listed Assets in accordance with the Funds Fund’s proxy voting policies policies, which may be amended from time to time by the Board, however, the Investment Manager will not be required to comply with any such amendment until 30 days after it has been Board and communicated to the Investment Manager. The Investment Manager shall make such reports to the Board concerning such proxy voting as the Board may deem necessary or advisableadvisable and as may be required by rules and regulations under the 1940 Act. It is understood and acknowledged The Fund acknowledges that no assurance has been or can be provided that the investment objective of the Fund can or will be achieved. The Investment Manager shall take, on behalf of the Fund, all actions which it that the Investment Manager deems necessary to implement the investment policies of the Fund applicable to the Funds Listed Assets and, with respect to the Funds Listed Assets, and to place all orders for the purchase or sale of portfolio securities for the Fund with brokers or dealers selected by itthe Investment Manager, and in connection therewith, the Investment Manager is authorized as agent of the Fund to give instructions to the custodians from time to time of the Funds Listed Assets as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to seek to use its best efforts to obtain for the Fund the most favorable net results available (“best execution”). In using its best efforts to obtain for the Fund best execution, the Investment Manager shall consider all factors it deems relevant, including, by way of illustration, price, the size of the transaction, the nature of the market security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in other transaction. Subject to such policies as the Fund may communicate to the Investment Manager in writing, the Investment Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Investment Manager or its affiliates an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Investment Manager determines in good faith that such amount of commission was reasonable. Subject ;
(ii) As requested and if appointed as such by the Board, provide the Fund, at the Investment Manager’s expense, with a chief executive officer and a chief financial officer;
(iii) As requested and if appointed as such by the Board in accordance with the requirements of the rules and regulations under the 1940 Act (including but not limited to these approval by the Board of the compensation to be paid to the Fund’s chief compliance officer), provide the Fund, at the Investment Manager’s expense, with a chief compliance officer;
(iv) Prepare the Fund’s periodic financial statements, in accordance with the requirements and the provision of the 1940 ActAct and the rules and regulations thereunder, and assist the U.S. Securities Exchange Act administrator of 1934 the Fund, as requested, in the valuation of the Fund’s assets and any other applicable provisions the determination of law, nothing shall prohibit the Investment Manager from selecting brokers or dealers with which it or the Fund is affiliated; 2. its liabilities;
(v) Prepare and make available to the Fund as reasonably requested by the Board of Directors pertinent research and statistical data; and 3. ;
(vi) Maintain or cause to be maintained for the Fund all books and records required under the 1940 Act, to the extent that such books and records are not maintained or furnished by administrators, custodians or other agents of the Fund; and
(vii) Provide the Fund with such other services and advice, consistent with the foregoing, as the Board may reasonably request.
(b) The Investment Manager accepts such appointment and agrees during the term of this Agreement to render such services, to permit one any of its or its affiliates directorsmanagers, members, officers or employees to serve without compensation as a director and/or officer directors or officers of the Fund if elected to such positions and to assume the obligations herein for the compensation herein provided. The Investment Manager shall for all purposes herein provided be deemed to be an independent contractorcontractor and, and unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund.
(c) The Fund hereby acknowledges (and the Investment Manager hereby acknowledges the Fund has informed it) that the Fund has allocated 25% of the net proceeds of the Offering (as defined in the Prospectus) less 25% of the aggregate repurchase price of any shares of the Funds Common Stock repurchased by the Fund to direct investments; provided, however, that such allocation shall be subject to review and modification by the Board of Directors of the Fund (the Direct Investment Amount). The portion of the Direct Investment Amount as is actually invested in direct investments shall be managed by such entity as may be appointed by the Fund to manage the assets of the Fund other than the Listed Assets (the Direct Investment Manager) in accordance with the terms of a separate investment management and advisory services agreement entered into by and between the Fund and the Direct Investment Manager (the Direct Investment Management Agreement). The portion of the Direct Investment Amount as is not actually invested in direct investments shall be treated as Listed Assets to be managed by the Investment Manager pursuant to the terms of this Agreement. Whenever the Direct Investment Manager shall recommend the investment of Fund assets in a direct investment, the Fund shall instruct the Investment Manager in writing as to the amount of Fund assets sought to be invested in such direct investment, and the Investment Manager shall, within ten business days thereafter (or such other period of time as the Fund may direct in writing, but such period may not be less than 10 business days), liquidate sufficient portfolio securities to realize such amount and make the net proceeds thereof available for investment in such direct investment Upon the sale of a direct investment, the Direct Investment Manager shall make the net proceeds thereof available as soon as reasonably practicable for investment pursuant to this Agreement by the Investment Manager. For the avoidance of doubt, the Investment Manager shall not be under any obligation to comply with or to ensure that the amount of direct investments are within the Direct Investment Amount.
(d) The Fund hereby agrees that the Investment Manager shall be entitled to delegate all or any of its functions, powers, discretions, duties and obligations, to any person or persons, and any such delegation may be on such terms and conditions as the Investment Manager thinks fit provided that any such delegation shall not relieve the Investment Manager of its obligations under this Agreement; provided, however, that no delegation of investment management powers and functions may occur unless approved in advance by the Board of Directors of the Fund and, if required by the 1940 Act, by the Funds stockholders; and provided further that no delegation of any other powers or functions may occur unless the Investment Manager has given the Board of Directors of the Fund at least 30 days prior notice of such delegation.
Appears in 1 contract
Samples: Investment Advisory and Management Agreement (Taiwan Greater China Fund)
Appointment of Investment Manager. (a) The Fund hereby employs the Investment Manager Manger for the period and on the terms and conditions set forth herein, subject at all times to the supervision of the Board of Directors of the Fund, to: 1. Other than with respect to the portion of the Funds assets invested in direct investments :
(assets of the Fund that are invested in securities that at the time of such investment are not listed (or approved for listingi) on a securities exchange), make Make all investment decisions for the assets of the Fund (the Listed Assets) and to manage the investment and reinvestment of the Listed Assets those assets in accordance with the investment objective and policies of the Fund Fund, as set forth in the Funds Fund's Prospectus, and as such investment objective and policies are amended from time to time by the Funds Board of Directors, and subject always to the restrictions of the Funds Fund's Articles of Incorporation and By-Laws, as amended or restated from time to time, the provisions of the 1940 ActAct and the Fund's investment objective and policies and investment restrictions, as the same are set forth in the Fund's Prospectus. Should the Board of Directors for of the Fund at as any time make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall vote the Funds proxies in connection with its Listed Assets in accordance with the Funds proxy voting policies which may be amended from time to time by the Board, however, the Investment Manager will not be required to comply with any such amendment until 30 days after it has been communicated to the Investment Manager. The Investment Manager shall make such reports to the Board concerning such proxy voting as the Board may deem necessary or advisable. It is understood and acknowledged that no assurance has been or can be provided that the investment objective of the Fund can or will be achieved. The Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Fund applicable to the Funds Listed Assets and, with respect to the Funds Listed Assets, and to place all orders for the purchase or sale of portfolio securities for the Fund with brokers or dealers selected by it, and in connection therewith, the Investment Manager is authorized as agent of the Fund to give instructions to the custodians from time to time of the Funds Listed Assets Fund's assets as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to seek to use its best efforts to obtain for the Fund the most favorable net results available (best execution). In using its best efforts to obtain for as determined by the Fund best execution, the Investment Manager shall consider all factors it deems relevant, including, by way of illustration, price, the size Directors of the transaction, the nature of the market security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in other transactionFund. Subject to such policies as the Fund may communicate to the Investment Manager in writing, the Investment Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Investment Manager or its affiliates an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Investment Manager determines in good faith that such amount of commission was reasonable. Subject to these requirements requirement and the provision provisions of the 1940 Act, the U.S. Securities Exchange Act of 1934 1934, as amended, and any other applicable provisions of law, nothing shall prohibit the Investment Manager from selecting brokers or dealers with which it or the Fund is affiliated; 2. affiliated or which provide the Investment Manager with investment research services as described in the Fund's Prospectus;
(ii) Prepare and make available to the Fund as reasonably requested by the Board of Directors pertinent research and statistical datadata in connection therewith; and 3. and
(iii) Maintain or cause to be maintained for the Fund all books and records required under the 1940 Act, to the extent that such books and records are not maintained or furnished by administrators, custodians or other agents of the Fund.
(b) The Investment Manager accepts such appointment employment and agrees during the term of this Agreement to render such services, to permit one any of its or its affiliates directors, officers or employees to serve without compensation as a director and/or officer directors or officers of the Fund if elected to such positions positions, and to assume the obligations set forth herein for the compensation herein provided. The Investment Manager shall for all purposes herein provided be deemed to be an independent contractorcontractor and, and unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund.
(c) The Fund hereby acknowledges (and the Investment Manager hereby acknowledges the Fund has informed it) that the Fund has allocated 25% of the net proceeds of the Offering (as defined in the Prospectus) less 25% of the aggregate repurchase price of any shares of the Funds Common Stock repurchased by the Fund to direct investments; provided, however, that such allocation shall be subject to review and modification by the Board of Directors of the Fund (the Direct Investment Amount). The portion of the Direct Investment Amount as is actually invested in direct investments shall be managed by such entity as may be appointed by the Fund to manage the assets of the Fund other than the Listed Assets (the Direct Investment Manager) in accordance with the terms of a separate investment management and advisory services agreement entered into by and between the Fund and the Direct Investment Manager (the Direct Investment Management Agreement). The portion of the Direct Investment Amount as is not actually invested in direct investments shall be treated as Listed Assets to be managed by the Investment Manager pursuant to the terms of this Agreement. Whenever the Direct Investment Manager shall recommend the investment of Fund assets in a direct investment, the Fund shall instruct the Investment Manager in writing as to the amount of Fund assets sought to be invested in such direct investment, and the Investment Manager shall, within ten business days thereafter (or such other period of time as the Fund may direct in writing, but such period may not be less than 10 business days), liquidate sufficient portfolio securities to realize such amount and make the net proceeds thereof available for investment in such direct investment Upon the sale of a direct investment, the Direct Investment Manager shall make the net proceeds thereof available as soon as reasonably practicable for investment pursuant to this Agreement by the Investment Manager. For the avoidance of doubt, the Investment Manager shall not be under any obligation to comply with or to ensure that the amount of direct investments are within the Direct Investment Amount.
(d) The Fund hereby agrees that the Investment Manager shall be entitled to delegate all or any of its functions, powers, discretions, duties and obligations, to any person or persons, and any such delegation may be on such terms and conditions as the Investment Manager thinks fit provided that any such delegation shall not relieve the Investment Manager of its obligations under this Agreement; provided, however, that no delegation of investment management powers and functions may occur unless approved in advance by the Board of Directors of the Fund and, if required by the 1940 Act, by the Funds stockholders; and provided further that no delegation of any other powers or functions may occur unless the Investment Manager has given the Board of Directors of the Fund at least 30 days prior notice of such delegation.
Appears in 1 contract
Samples: Investment Advisory and Management Agreement (Invesco High Yield Investments Fund, Inc.)
Appointment of Investment Manager. (a) The Fund hereby employs the Investment Manager for the period and on the terms and conditions set forth herein, subject at all times to the supervision of the Board of Directors of the Fund, to: 1. :
i. Other than with respect to the portion of the Funds Fund's assets invested in "direct investments investments" (assets of the Fund that are invested in securities that at the time of such investment are not listed (or approved for listing) on a securities exchange), make all investment decisions for the assets of the Fund (the Listed "Assets") and to manage the investment and reinvestment of the Listed Assets in accordance with the investment objective and policies of the Fund set forth in the Funds Fund's Prospectus, and as such investment objective and policies are amended from time to time by the Funds Fund's Board of Directors, and subject always to the restrictions of the Funds Fund's Articles of Incorporation and By-Laws, as amended or restated from time to time, and the provisions of the 1940 Act. Should the Board of Directors for the Fund at any time make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall vote the Funds Fund's proxies in connection with its Listed Assets in accordance with the Funds Investment Manager's proxy voting policies which policy as may be amended from time to time by time, provided that the Board, however, Board of Directors of the Investment Manager will not be required to comply with Fund receives at least ten days advance notice of any such amendment until 30 days after it has been communicated to the Investment Managermaterial amendment. The Investment Manager shall make such reports to the Board concerning such proxy voting as the Board may deem necessary or advisable. It is understood and acknowledged that no assurance has been or can be provided that the investment objective of the Fund can or will be achieved. The Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Fund applicable to the Funds Listed Fund's Assets and, with respect to the Funds Listed Fund's Assets, to place all orders for the purchase or sale of portfolio securities for the Fund with brokers or dealers selected by itthe Investment Manager, and in connection therewith, the Investment Manager is authorized as agent of the Fund to give instructions to the custodians from time to time of the Funds Listed Fund's Assets as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to seek to use its best reasonable efforts to obtain for the Fund the most favorable net results available ("best execution"). In using its best reasonable efforts to obtain for the Fund best execution, the Investment Manager shall consider all factors it deems relevant, including, by way of illustration, price, the size of the transaction, the nature of the market security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in other transaction. Subject to such policies as the Fund may communicate to the Investment Manager in writing, the Investment Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Investment Manager or its affiliates an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Investment Manager determines in good faith that such amount of commission was reasonable. Subject to these requirements and the provision of the 1940 Act, the U.S. Securities Exchange Act of 1934 and any other applicable provisions of law, nothing shall prohibit the Investment Manager from selecting brokers or dealers with which it or the Fund is affiliated; 2. It is also understood that it is desirable for the Fund that the Investment Manager have access to investment and market research and securities and economic analyses provided by brokers and others. It is also understood that brokers providing such services may execute brokerage transactions at a higher cost to the Fund than might result from the allocation of brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the purchase and sale of securities for the Fund may be made with brokers who provide such research and analysis, subject to review by the Fund's Board of Directors from time to time with respect to the extent and continuation of this practice to determine whether the Fund benefits, directly or indirectly, from such practice. It is understood by both parties that the Investment Manager may select broker-dealers for the execution of the Fund's portfolio transactions who provide research and analysis as the Investment Manager may lawfully and appropriately use in its investment management and advisory capacities, whether or not such research and analysis may also be useful to the Investment Manager in connection with its services to other clients. On occasions when the Investment Manager deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Investment Manager, to the extent permitted by applicable laws and regulations, may aggregate the securities to be purchased or sold in order to obtain the most favorable price or lower brokerage commissions and the most efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Investment Manager in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients;
ii. Prepare and make available to the Fund as reasonably requested by the Board of Directors pertinent research and statistical data; and 3data and
iii. Maintain or cause to be maintained for the Fund all books and records required under the 1940 Act, to the extent that such books and records are not maintained or furnished by administrators, custodians or other agents of the Fund.
(b) The Investment Manager accepts such appointment and agrees during the term of this Agreement (i) to render such services, (ii) to permit one of its or its affiliates affiliate's directors, officers or employees to serve without compensation as a director and/or an officer of the Fund if elected to such positions and to assume the obligations herein for the compensation herein provided, (iii) to manage the hosting and updating of the Fund's website, (iv) to produce the Fund's monthly investor update, (v) to assist the Fund's marketing efforts, (vi) to assist the Fund's Treasurer in identifying passive foreign investment companies (PFICs) in the Fund's portfolio, (vii) to provide sub-certifications regarding the Investment Manager to support certifications made by officers of the Fund in documents filed by the Fund with the SEC, (viii) to identify securities in the Fund's portfolio that constitute holdings of 5% or more voting shares of a portfolio company,(ix) to assist in identifying securities that are restricted or illiquid securities, (x) to provide the Fund with information on brokerage commissions incurred by the Fund, and (xi) to provide such other services as may be agreed between the Fund and the Investment Manager from time to time. The Investment Manager shall for all purposes herein provided be deemed to be an independent contractor, and unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund.
(c) The Fund hereby acknowledges (and the Investment Manager hereby acknowledges the Fund has informed it) it that the Fund has allocated 25% may allocate a portion of the net proceeds of the Offering (as defined in the Prospectus) less 25% of the aggregate repurchase price of any shares of the Funds Common Stock repurchased by the Fund its assets to "direct investments; provided, however, that such allocation shall be subject to review and modification by the Board of Directors " (assets of the Fund that are invested in securities that at the time of such investment are not listed (the Direct Investment Amountor approved for listing) on a securities exchange). The portion portion, if any, of the Direct Investment Amount as Fund's Assets is actually invested in direct investments shall be managed by such entity as may be appointed by the Fund to manage the assets of the Fund other than the Listed Assets (the "Direct Investment Manager") in accordance with the terms of a separate investment management and advisory services agreement entered into by and between the Fund and the Direct Investment Manager (the "Direct Investment Management Agreement"). The portion of the Direct Investment Amount as is not actually invested in direct investments shall be treated as Listed Assets to be managed by the Investment Manager pursuant to the terms of this Agreement. Whenever the Direct Investment Manager shall recommend the investment of Fund assets in a direct investment, the Fund shall instruct the Investment Manager in writing as to the amount of Fund assets sought to be invested in such direct investment, and the Investment Manager shall, within ten business days thereafter (or such other period of time as the Fund may direct in writing, but such period may not be less than 10 business days), liquidate sufficient portfolio securities to realize such amount and make the net proceeds thereof available for investment in such direct investment investment. Upon the sale of a direct investment, the Direct Investment Manager shall make the net proceeds thereof available as soon as reasonably practicable for investment pursuant to this Agreement by the Investment Manager. For the avoidance of doubt, the Investment Manager shall not be under any obligation to comply with or to ensure that the amount of direct investments are within the Direct Investment Amount.
(d) As of the date of this Agreement, the Fund has no intention to make any direct investment for the foreseeable future. The Fund hereby agrees that the Investment Manager shall be entitled to delegate all or any of its functions, powers, discretions, duties and obligations, to any person or persons, including one or more investment advisers or participating affiliates that control, are controlled by or are under common control with the Investment Manager, and any such delegation may be on such terms and conditions as the Investment Manager thinks fit provided that any such delegation shall not relieve the Investment Manager of its obligations under this Agreement; provided, however, that no delegation of investment management powers and functions may occur unless approved in advance by the Board of Directors of the Fund and, if required by the 1940 Act, by the Funds Fund's stockholders; and provided further that no delegation of any other powers or functions may occur unless the Investment Manager has given the Board of Directors of the Fund at least 30 days prior notice of such delegation.
Appears in 1 contract
Samples: Investment Advisory and Management Agreement (China Fund Inc)
Appointment of Investment Manager. (a) The Fund 1.1 Pursuant to Chapter 40, Act 5, Article 1, of the Illinois Compiled Statutes, SURS hereby employs appoints the Investment Manager for the period and on as an investment manager to, in its discretion (subject to the terms and conditions set forth hereinof this Agreement), subject at all times to direct The Northern Trust Company, as master custodian (“Master Custodian”) under the supervision of State Universities Retirement System Master Trust (the Board of Directors of the Fund“Master Trust”), to: 1. Other than with respect to the portion of the Funds assets invested in direct investments (assets of the Fund that are invested in securities that at the time of such investment are not listed (or approved for listing) on a securities exchange), make all investment decisions for the assets of the Fund (the Listed Assets) and to manage the investment and reinvestment of the Listed Assets in accordance with the investment objective and policies such portion of the Fund set forth in the Funds Prospectus, and Master Trust assets as such investment objective and policies are amended from time to time by the Funds Board of Directors, and subject always to the restrictions of the Funds Articles of Incorporation and By-Laws, as amended or restated SURS shall decide from time to time, the provisions proceeds from the sale of such assets and the 1940 Actincome and appreciation attributable to such assets, less any assets SURS may withdraw, from time to time. Should Any such assets, proceeds and income shall, for purposes of this Agreement, be referred to as the Board of Directors “Fund”.
1.2 If provided for in the Fund at any time make any definite determination investment guidelines set forth in Exhibit A attached hereto, as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall vote the Funds proxies in connection with its Listed Assets in accordance with the Funds proxy voting policies which same may be amended from time to time by written notice from SURS to the BoardInvestment Manager (the “Investment Guidelines”), howeverthen, subject to applicable fiduciary standards, the terms of this Agreement (including the Investment Guidelines), the Investment Manager will not may invest such portion of the Fund into one or more commingled investment funds selected in writing by SURS. Each such commingled investment fund shall be required to comply with any such amendment until 30 days after it has been communicated to maintained by the Investment Manager for participation solely by employee benefit trusts. To the extent that the Fund is invested in commingled investment funds maintained by the Investment Manager. The , such commingled funds shall be managed in accordance with the provisions of the instruments establishing such funds, as they may be amended from time to time; provided that (a) the Investment Manager shall make such reports to comply with the Board concerning such proxy voting as standards of care set forth in Section 3, the Board may deem necessary or advisable. It is understood representations, warranties and acknowledged that no assurance has been or can be provided that covenants set forth in Section 4, and the investment objective statutory provisions set forth in Section 26 of the Fund can or will be achieved. The Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Fund applicable to the Funds Listed Assets and, this Agreement with respect to the Funds Listed Assets, to place all orders for the purchase or sale of portfolio securities for the Fund with brokers or dealers selected by it, and in connection therewith, the Investment Manager is authorized as agent assets of the Fund to give instructions to the custodians from time to time of the Funds Listed Assets as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of invested in such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to seek to use its best efforts to obtain for the Fund the most favorable net results available (best executioncommingled investment fund(s). In using its best efforts to obtain for the Fund best execution, the Investment Manager shall consider all factors it deems relevant, including, by way of illustration, price, the size of the transaction, the nature of the market security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in other transaction. Subject to such policies as the Fund may communicate to the Investment Manager in writing, the Investment Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Investment Manager or its affiliates an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Investment Manager determines in good faith that such amount of commission was reasonable. Subject to these requirements and the provision of the 1940 Act, the U.S. Securities Exchange Act of 1934 and any other applicable provisions of law, nothing shall prohibit the Investment Manager from selecting brokers or dealers with which it or the Fund is affiliated; 2. Prepare and make available to the Fund as reasonably requested by the Board of Directors pertinent research and statistical data; and 3. Maintain or cause to be maintained for the Fund all books and records required under the 1940 Act, to the extent that such books and records are not maintained or furnished by administrators, custodians or other agents of the Fund.
(b) The Investment Manager accepts the assets invested in such appointment and agrees during the term of this Agreement commingled investment fund(s) shall continue to render such services, to permit one of its or its affiliates directors, officers or employees to serve without compensation be treated as a director and/or officer part of the Fund if elected for other purposes of this Agreement, and (c) SURS shall not bear any fees or expenses in connection with such investment except as set forth under this Agreement. Furthermore, the terms of any such commingled investment fund(s) shall permit SURS to fully withdraw from such positions funds without penalty as needed to comply with the Investment Guidelines, as amended, and to assume the obligations herein for the compensation herein provided. upon termination of this Agreement.
1.3 The Investment Manager shall for all purposes herein provided be deemed to be an independent contractorcontractor and, and unless otherwise expressly provided authorized or authorizedprovided, shall not have no authority to act for or represent the Fund SURS or its Board of Trustees in any way or otherwise be deemed an agent of the Fundeither of them.
(c) The Fund hereby acknowledges (1.4 Notwithstanding the provisions of Sections 1.1 [and 1.2] above, the Investment Manager hereby acknowledges the Fund has informed it) that the Fund has allocated 25% of the net proceeds of the Offering (as defined in the Prospectus) less 25% of the aggregate repurchase price of any shares of the Funds Common Stock repurchased by the Fund to direct investments; provided, however, that such allocation shall be subject to review and modification by the Board of Directors of the Fund (the Direct Investment Amount). The portion of the Direct Investment Amount as is actually invested in direct investments shall be managed by such entity as may be appointed by the Fund to manage the assets of the Fund other than the Listed Assets (the Direct Investment Manager) act hereunder in accordance with the terms applicable requirements of a separate the Illinois Compiled Statutes, Chapter 40, Act 5, and any subsequent applicable amendments of Chapter 40, Act 5, of the Illinois Compiled Statutes (the “Illinois Pension Code”); SURS’ written investment management policies; and advisory services agreement entered into the Investment Guidelines. The Investment Manager acknowledges receipt of copies of all documents and statutes referenced herein.
1.5 SURS has directed the Master Custodian, and the Master Custodian has agreed, to act in accordance with the instructions of the Investment Manager. Title to all Fund assets shall at all times be registered in the name of the Fund, or the name of the Master Custodian or its nominee for the account of the Fund, and the indicia of ownership of all Fund assets shall at all times be maintained in trust by and between the Master Custodian. The Investment Manager shall at no time have custody of or physical control over the Fund and the Direct Investment Manager assets (the Direct Investment Management Agreement). The portion of the Direct Investment Amount as is not actually other than Fund assets invested in direct investments shall be treated as Listed Assets to be an approved commingled fund managed by the Investment Manager pursuant to the terms of this Agreement. Whenever the Direct Investment Manager shall recommend the investment of Fund assets in a direct investment, the Fund shall instruct the Investment Manager in writing as to the amount of Fund assets sought to be invested in such direct investment, Manager) and the Investment Manager shall, within ten business days thereafter (or such other period of time as the Fund may direct in writing, but such period may not be less than 10 business days), liquidate sufficient portfolio securities to realize such amount and make the net proceeds thereof available for investment in such direct investment Upon the sale of a direct investment, the Direct Investment Manager shall make the net proceeds thereof available as soon as reasonably practicable for investment pursuant to this Agreement by the Investment Manager. For the avoidance of doubt, the Investment Manager shall not be under liable for any obligation to comply with act or to ensure that omission of the amount of direct investments are within the Direct Investment AmountMaster Custodian.
(d) The 1.6 Cash held in the Fund hereby agrees that pending direction from the Investment Manager shall be entitled to delegate all or any of its functions, powers, discretions, duties and obligations, to any person or persons, and any such delegation may be on such terms invested and conditions as reinvested by the Master Custodian, without instruction or direction from the Investment Manager thinks fit provided that any such delegation shall not relieve the Investment Manager of its obligations under this Agreement; providedManager, howeverin U.S. Treasury bills and other short-term, that no delegation of investment management powers and functions may occur unless approved in advance by the Board of Directors of the Fund and, if required by the 1940 Act, by the Funds stockholders; and provided further that no delegation of any other powers or functions may occur unless the Investment Manager has given the Board of Directors of the Fund at least 30 days prior notice of such delegationliquid investments.
Appears in 1 contract
Samples: Investment Management Agreement
Appointment of Investment Manager. (a) The Fund 1.1 Pursuant to Chapter 40, Act 5, Article 1, of the Illinois Compiled Statutes, SURS hereby employs appoints the Investment Manager for the period and on as an investment manager to, in its discretion (subject to the terms and conditions set forth hereinof this Agreement), subject at all times to direct The Northern Trust Company, as master custodian (“Master Custodian”) under the supervision of State Universities Retirement System Master Trust (the Board of Directors of the Fund“Master Trust”), to: 1. Other than with respect to the portion of the Funds assets invested in direct investments (assets of the Fund that are invested in securities that at the time of such investment are not listed (or approved for listing) on a securities exchange), make all investment decisions for the assets of the Fund (the Listed Assets) and to manage the investment and reinvestment of the Listed Assets in accordance with the investment objective and policies such portion of the Fund set forth in the Funds Prospectus, and Master Trust assets as such investment objective and policies are amended from time to time by the Funds Board of Directors, and subject always to the restrictions of the Funds Articles of Incorporation and By-Laws, as amended or restated SURS shall decide from time to time, the provisions proceeds from the sale of such assets and the 1940 Actincome and appreciation attributable to such assets, less any assets SURS may withdraw, from time to time. Should Any such assets, proceeds and income shall, for purposes of this Agreement, be referred to as the Board of Directors “Fund”.
1.2 If provided for in the Fund at any time make any definite determination investment guidelines set forth in Exhibit A attached hereto, as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall vote the Funds proxies in connection with its Listed Assets in accordance with the Funds proxy voting policies which same may be amended from time to time by written notice from SURS to the BoardInvestment Manager (the “Investment Guidelines”), howeverthen, subject to applicable fiduciary standards and the terms of this Agreement (including the Investment Guidelines), the Investment Manager will not may invest such portion of the Fund into one or more commingled investment funds selected in writing by SURS. Each such commingled investment fund shall be required to comply with any such amendment until 30 days after it has been communicated to maintained by the Investment Manager for participation solely by employee benefit trusts. To the extent that the Fund is invested in commingled investment funds maintained by the Investment Manager. The , such commingled funds shall be managed in accordance with the provisions of the instruments establishing such funds, as they may be amended from time to time; provided that (a) the Investment Manager shall make such reports to comply with the Board concerning such proxy voting as standards of care set forth in Section 3, the Board may deem necessary or advisable. It is understood representations, warranties and acknowledged that no assurance has been or can be provided that covenants set forth in Section 4, and the investment objective statutory provisions set forth in Section 26 of the Fund can or will be achieved. The Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Fund applicable to the Funds Listed Assets and, this Agreement with respect to the Funds Listed Assets, to place all orders for the purchase or sale of portfolio securities for the Fund with brokers or dealers selected by it, and in connection therewith, the Investment Manager is authorized as agent assets of the Fund to give instructions to the custodians from time to time of the Funds Listed Assets as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of invested in such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to seek to use its best efforts to obtain for the Fund the most favorable net results available (best executioncommingled investment fund(s). In using its best efforts to obtain for the Fund best execution, the Investment Manager shall consider all factors it deems relevant, including, by way of illustration, price, the size of the transaction, the nature of the market security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in other transaction. Subject to such policies as the Fund may communicate to the Investment Manager in writing, the Investment Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Investment Manager or its affiliates an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Investment Manager determines in good faith that such amount of commission was reasonable. Subject to these requirements and the provision of the 1940 Act, the U.S. Securities Exchange Act of 1934 and any other applicable provisions of law, nothing shall prohibit the Investment Manager from selecting brokers or dealers with which it or the Fund is affiliated; 2. Prepare and make available to the Fund as reasonably requested by the Board of Directors pertinent research and statistical data; and 3. Maintain or cause to be maintained for the Fund all books and records required under the 1940 Act, to the extent that such books and records are not maintained or furnished by administrators, custodians or other agents of the Fund.
(b) The Investment Manager accepts the assets invested in such appointment and agrees during the term of this Agreement commingled investment fund(s) shall continue to render such services, to permit one of its or its affiliates directors, officers or employees to serve without compensation be treated as a director and/or officer part of the Fund if elected for other purposes of this Agreement, and (c) SURS shall not bear any fees or expenses in connection with such investment except as set forth under this Agreement. Furthermore, the terms of any such commingled investment fund(s) shall permit SURS to fully withdraw from such positions funds without penalty as needed to comply with the Investment Guidelines, as amended, and to assume the obligations herein for the compensation herein provided. upon termination of this Agreement.
1.3 The Investment Manager shall for all purposes herein provided be deemed to be an independent contractorcontractor and, and unless otherwise expressly provided authorized or authorizedprovided, shall not have no authority to act for or represent the Fund SURS or its Board of Trustees in any way or otherwise be deemed an agent of the Fundeither of them.
(c) The Fund hereby acknowledges (1.4 Notwithstanding the provisions of Sections 1.1 [and 1.2] above, the Investment Manager hereby acknowledges the Fund has informed it) that the Fund has allocated 25% of the net proceeds of the Offering (as defined in the Prospectus) less 25% of the aggregate repurchase price of any shares of the Funds Common Stock repurchased by the Fund to direct investments; provided, however, that such allocation shall be subject to review and modification by the Board of Directors of the Fund (the Direct Investment Amount). The portion of the Direct Investment Amount as is actually invested in direct investments shall be managed by such entity as may be appointed by the Fund to manage the assets of the Fund other than the Listed Assets (the Direct Investment Manager) act hereunder in accordance with the terms applicable requirements of a separate the Illinois Compiled Statutes, Chapter 40, Act 5, and any subsequent applicable amendments of Chapter 40, Act 5, of the Illinois Compiled Statutes (the “Illinois Pension Code”); SURS’ written investment management policies, including the Investment Policy described in Section 5.8 below; and advisory services agreement entered into the Investment Guidelines. The Investment Manager acknowledges receipt of copies of all documents and statutes referenced herein.
1.5 SURS has directed the Master Custodian, and the Master Custodian has agreed, to act in accordance with the instructions of the Investment Manager. Title to all Fund assets shall at all times be registered in the name of the Fund, or the name of the Master Custodian or its nominee for the account of the Fund, and the indicia of ownership of all Fund assets shall at all times be maintained in trust by and between the Master Custodian. The Investment Manager shall at no time have custody of or physical control over the Fund and the Direct Investment Manager assets (the Direct Investment Management Agreement). The portion of the Direct Investment Amount as is not actually other than Fund assets invested in direct investments shall be treated as Listed Assets to be an approved commingled fund managed by the Investment Manager pursuant to the terms of this Agreement. Whenever the Direct Investment Manager shall recommend the investment of Fund assets in a direct investment, the Fund shall instruct the Investment Manager in writing as to the amount of Fund assets sought to be invested in such direct investment, Manager) and the Investment Manager shall, within ten business days thereafter (or such other period of time as the Fund may direct in writing, but such period may not be less than 10 business days), liquidate sufficient portfolio securities to realize such amount and make the net proceeds thereof available for investment in such direct investment Upon the sale of a direct investment, the Direct Investment Manager shall make the net proceeds thereof available as soon as reasonably practicable for investment pursuant to this Agreement by the Investment Manager. For the avoidance of doubt, the Investment Manager shall not be under liable for any obligation to comply with act or to ensure that omission of the amount of direct investments are within the Direct Investment AmountMaster Custodian.
(d) The 1.6 Cash held in the Fund hereby agrees that pending direction from the Investment Manager shall be entitled to delegate all or any of its functions, powers, discretions, duties and obligations, to any person or persons, and any such delegation may be on such terms invested and conditions as reinvested by the Master Custodian, without instruction or direction from the Investment Manager thinks fit provided that any such delegation shall not relieve the Investment Manager of its obligations under this Agreement; providedManager, howeverin U.S. Treasury bills and other short-term, that no delegation of investment management powers and functions may occur unless approved in advance by the Board of Directors of the Fund and, if required by the 1940 Act, by the Funds stockholders; and provided further that no delegation of any other powers or functions may occur unless the Investment Manager has given the Board of Directors of the Fund at least 30 days prior notice of such delegationliquid investments.
Appears in 1 contract
Samples: Investment Management Agreement
Appointment of Investment Manager. (a) The Fund hereby employs the Investment Manager for the period and on the terms and conditions set forth herein, subject at all times to the supervision of the Board of Directors of the Fund, to: 1. Other than with respect to the portion of the Funds assets invested in direct investments :
(assets of the Fund that are invested in securities that at the time of such investment are not listed (or approved for listingi) on a securities exchange), make Make all investment decisions for the assets of the Fund (the Listed Assets) and to manage the investment and reinvestment of the Listed Assets those assets in accordance with the investment objective and policies of the Fund Fund, as set forth in the Funds Fund’s Prospectus, and as such investment objective and policies are amended from time to time by the Funds Board of Directors, and subject always to the restrictions of the Funds Fund’s Articles of Incorporation and By-Laws, as amended or restated from time to time, the provisions of the 1940 ActAct and the Fund’s investment objective and policies and investment restrictions, as the same are set forth in the Fund’s Prospectus. Should the Board of Directors for of the Fund at any time make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall vote the Funds proxies in connection with its Listed Assets in accordance with the Funds proxy voting policies which may be amended from time to time by the Board, however, the Investment Manager will not be required to comply with any such amendment until 30 days after it has been communicated to the Investment Manager. The Investment Manager shall make such reports to the Board concerning such proxy voting as the Board may deem necessary or advisable. It is understood and acknowledged that no assurance has been or can be provided that the investment objective of the Fund can or will be achieved. The Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Fund applicable to the Funds Listed Assets and, with respect to the Funds Listed Assets, and to place all orders for the purchase or sale of portfolio securities for the Fund with brokers or dealers selected by itit and, and in connection therewith, the Investment Manager is authorized as agent of the Fund to give instructions to the custodians from time to time of the Funds Listed Assets Fund’s assets as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to seek to use its best efforts to obtain for the Fund the most favorable net results available (best execution). In using its best efforts to obtain for as determined by the Fund best execution, the Investment Manager shall consider all factors it deems relevant, including, by way Board of illustration, price, the size Directors of the transaction, the nature of the market security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in other transactionFund. Subject to such policies as the Fund may communicate to the Investment Manager in writing, the Investment Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Investment Manager or its affiliates an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Investment Manager determines in good faith that such amount of commission was reasonable. Subject to these requirements requirement and the provision provisions of the 1940 Act, the U.S. Securities Exchange Act of 1934 1934, as amended, and any other applicable provisions of law, nothing shall prohibit the Investment Manager from selecting brokers or dealers with which it or the Fund is affiliated; 2. affiliated or which provide the Investment Manager with investment research services as described in the Fund’s Prospectus;
(ii) Prepare and make available to the Fund as reasonably requested by the Board of Directors pertinent research and statistical datadata in connection therewith; and 3. and
(iii) Maintain or cause to be maintained for the Fund all books and records required under the 1940 Act, to the extent that such books and records are not maintained or furnished by administrators, custodians or other agents of the Fund.
(b) The Investment Manager accepts such appointment employment and agrees during the term of this Agreement to render such services, to permit one any of its or its affiliates directors, officers or employees to serve without compensation as a director and/or officer directors or officers of the Fund if elected to such positions positions, and to assume the obligations set forth herein for the compensation herein provided. The Investment Manager shall for all purposes herein provided be deemed to be an independent contractorcontractor and, and unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund.
(c) The Fund hereby acknowledges (and the Investment Manager hereby acknowledges the Fund has informed it) that the Fund has allocated 25% of the net proceeds of the Offering (as defined in the Prospectus) less 25% of the aggregate repurchase price of any shares of the Funds Common Stock repurchased by the Fund to direct investments; provided, however, that such allocation shall be subject to review and modification by the Board of Directors of the Fund (the Direct Investment Amount). The portion of the Direct Investment Amount as is actually invested in direct investments shall be managed by such entity as may be appointed by the Fund to manage the assets of the Fund other than the Listed Assets (the Direct Investment Manager) in accordance with the terms of a separate investment management and advisory services agreement entered into by and between the Fund and the Direct Investment Manager (the Direct Investment Management Agreement). The portion of the Direct Investment Amount as is not actually invested in direct investments shall be treated as Listed Assets to be managed by the Investment Manager pursuant to the terms of this Agreement. Whenever the Direct Investment Manager shall recommend the investment of Fund assets in a direct investment, the Fund shall instruct the Investment Manager in writing as to the amount of Fund assets sought to be invested in such direct investment, and the Investment Manager shall, within ten business days thereafter (or such other period of time as the Fund may direct in writing, but such period may not be less than 10 business days), liquidate sufficient portfolio securities to realize such amount and make the net proceeds thereof available for investment in such direct investment Upon the sale of a direct investment, the Direct Investment Manager shall make the net proceeds thereof available as soon as reasonably practicable for investment pursuant to this Agreement by the Investment Manager. For the avoidance of doubt, the Investment Manager shall not be under any obligation to comply with or to ensure that the amount of direct investments are within the Direct Investment Amount.
(d) The Fund hereby agrees that the Investment Manager shall be entitled to delegate all or any of its functions, powers, discretions, duties and obligations, to any person or persons, and any such delegation may be on such terms and conditions as the Investment Manager thinks fit provided that any such delegation shall not relieve the Investment Manager of its obligations under this Agreement; provided, however, that no delegation of investment management powers and functions may occur unless approved in advance by the Board of Directors of the Fund and, if required by the 1940 Act, by the Funds stockholders; and provided further that no delegation of any other powers or functions may occur unless the Investment Manager has given the Board of Directors of the Fund at least 30 days prior notice of such delegation.
Appears in 1 contract
Samples: Investment Advisory and Management Agreement (Morgan Stanley Dean Witter India Investment)
