AUTHORITY OF ADVISER. (a) Pursuant to the terms of this Agreement (including the restrictions included in this Section 4 and in Section 7), and subject to the continuing and exclusive authority of the Board over the management of the Company, the Board (by virtue of its approval of this Agreement and authorization of the execution hereof by the officers of the Company) hereby delegates to the Adviser the authority to take, or cause to be taken, any and all actions and to execute and deliver any and all agreements, certificates, assignments, instruments or other documents and to do any and all things that, in the judgment of the Adviser, may be necessary or advisable in connection with the Adviser’s duties described in Section 3, including the making of any Investment that fits within the Company’s investment objectives, strategy and guidelines, policies and limitations and within the discretionary limits and authority as granted to the Adviser from time to time by the Board.
(b) Notwithstanding the foregoing, any Investment that does not fit within the Investment Guidelines will require the prior approval of the Board or any duly authorized committee of the Board, as the case may be. Except as otherwise set forth herein, in the Investment Guidelines or in the Charter, any Investment that fits within the Investment Guidelines may be made by the Adviser on the Company’s or the Operating Partnership’s behalf without the prior approval of the Board or any duly authorized committee of the Board.
(c) The prior approval of a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in the transaction will be required for each transaction to which the Adviser or its Affiliates is a party.
(d) The Board will review the Investment Guidelines with sufficient frequency and at least annually and may, at any time upon the giving of notice to the Adviser, amend the Investment Guidelines; provided, however, that such modification or revocation shall be effective upon receipt by the Adviser or such later date as is specified by the Board and included in the notice provided to the Adviser and such modification or revocation shall not be applicable to investment transactions to which the Adviser has committed the Company or the Operating Partnership prior to the date of receipt by the Adviser of such notification, or if later, the effective date of such modification or revocation specified by the Board.
(e) The Adviser may retain, for and on behalf, an...
AUTHORITY OF ADVISER. The Adviser shall for all purposes herein be considered an independent contractor and shall not, unless expressly authorized and empowered by the Corporation or any Portfolio, have authority to act for or represent the Corporation or any Portfolio in any way, form or manner. Any authority granted by the Corporation on behalf of itself or any Portfolio to the Adviser shall be in the form of a resolution or resolutions adopted by the Board of Directors of the Corporation.
AUTHORITY OF ADVISER. Adviser has full discretionary authority with respect to the investment and reinvestment of the assets of the Account, subject to the Investment Guidelines. Adviser, when it deems appropriate, without prior consultation with or notification of Client, may, (a) purchase, sell, exchange, convert and otherwise trade in securities, including but not limited to money market instruments, mutual funds, stocks, options and warrants, on margin or otherwise, (collectively, “Investments”), for such prices, at such times and on such terms as Adviser, in its sole discretion, deems advisable; (b) place orders for the execution of transactions with or through brokers, dealers or issuers Adviser selects in its sole discretion, including broker-dealer with whom Adviser is related; (c) render, furnish and provide advice, analyses and other information concerning the retention, monitoring, performance or termination of other investment advisers or asset managers; (d) negotiate, on Client’s behalf, the terms and conditions, and execute and deliver all agreements and ancillary documents incidental thereto, necessary to open accounts in the name, or for the benefit, of Client with such brokers, dealers, advisers, managers, issuers or custodians as Adviser may select with respect to the Account; and (e) act on Client’s behalf in all matters necessary or incidental to servicing the Account, including all transactions for the Account. Client will furnish Adviser with all additional powers of attorney and other documentation, if any, necessary to appoint Adviser as agent and attorney-in-fact with respect to the Account, but such powers shall not be construed to authorize Adviser to take any action not authorized by this Agreement. The foregoing authority shall remain in full force and effect until; (a) revoked by Client pursuant to written notice to Adviser, or (b) the termination of this Agreement pursuant to the terms of Section 14 below. Revocation shall not affect transactions entered into prior to such revocation.
AUTHORITY OF ADVISER. (a) Under the supervision of the Board and pursuant to this Agreement and in accordance with the 1940 Act, the Adviser shall be responsible for:
(i) the investment of substantially all the assets of the Fund, net of reserves maintained for reasonably anticipated expenses, into the Investment Funds and securities managed by Investment Managers, in accordance with the Prospectus and the Fund’s policies;
(ii) the investment of the assets of the Fund in accordance with the terms of the Fund’s Prospectus, in Investment Funds that are organized in U.S. and non-U.S. jurisdictions and classified as corporations for U.S. federal income tax purposes to whom the assets of the Fund will be allocated, and in certain instances the Adviser shall engage sub-advisers for the management of a specified portion of the Fund’s assets, each an independent investment adviser (each, an “Underlying Adviser” and, collectively, the “Underlying Advisers”).
(iii) the borrowing of money on a limited basis to achieve the Fund’s objectives; and
(iv) the use of leverage for liquidity purposes.
(b) The Adviser shall have full and absolute authority to cause the Fund to engage in transactions in securities provided, however, that such transactions shall at all times conform to and be in accordance with the requirements imposed by:
(i) any provision of applicable law, including but not limited the 1940 Act and the requirements to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”);
(ii) the provisions of the Fund’s LLC Agreement, as amended from time to time and any supplements delivered to the Adviser; and
(iii) the provisions of the Fund’s Prospectus and any supplements delivered to the Adviser.
(c) As necessary, the Adviser shall also be responsible for selecting brokers and dealers and for negotiating brokerage commissions and fees, and/or dealer charges or other transaction costs.
(d) The Adviser shall have the power, under the supervision of the Board and in accordance with the 1940 Act, to carry out any and all of the purposes of the Fund (or described in the Fund’s Prospectus and any amendment or supplement thereto) and to perform all acts and enter into and perform all contracts and other undertakings which it may deem necessary, advisable, convenient, or incidental thereto including, without limitation, the power to:
(i) open, maintain, and close bank, custodial, brokerage, and other accounts, to effect transactions in such acco...
AUTHORITY OF ADVISER. (a) Subject to 2(b) below, Adviser shall have full discretion and authority, without obtaining Client’s prior approval, to manage the investment and reinvestment of the Account and shall use its best efforts to increase the value of the Account by causing it to be invested and reinvested in such a manner as Adviser considers appropriate. Adviser is authorized, without prior consultation with Client, to buy, sell, trade and allocate for the Account leverage/inverse/volatility ETFs/ETNs, and to give instructions in furtherance of such authority to the custodian of the Account, INTERACTIVE BROKERS LLC. This grant of discretion shall remain in full force and effect until terminated by Client or Adviser pursuant to Section 10 of this Agreement, or until Adviser receives notice of Client’s death. The termination of this grant of discretion shall constitute a termination of this Agreement. If, in the event of Client’s death, Adviser acts in good faith pursuant to this grant of discretion without actual knowledge of Client’s death, any action so taken, unless otherwise invalid or unenforceable, shall be binding on Client’s successors in interest. In furtherance of the foregoing, Client hereby designates and appoints Adviser as its agent and attorney-in-fact, with full power and authority and without further approval of Client (except as may be required by law) for purposes of accomplishing on behalf of Client any of the foregoing matters or any matters which are properly the subject matter of this Agreement.
(b) Nothing in this Agreement shall be deemed to impose upon Adviser any obligation to purchase or sell for the Account any security or property which Adviser, its directors, officers, partners, employees, affiliates or agents (collectively known as the “Affiliates”) may purchase or sell for its or their own accounts or for the account of any other client or affiliate.
(c) Client hereby directs that transactions for the Account should be executed through custodian INTERACTIVE BROKERS LLC. Client hereby authorizes the Account to automatically mirror holdings in Adviser’s model portfolio set forth in 1(a) through custodian’s software program, which issues buy and sell trading instructions to Client’s Account.
(d) Client hereby authorizes Adviser to (i) combine purchase or sale orders on behalf of the Account together with other accounts to which Adviser provides investment services (collectively, the “Other Accounts”) and (ii) allocate the securities or other as...
AUTHORITY OF ADVISER. (1) Pursuant to the terms of this Agreement (including the restrictions included in this Section 2.3 and in Section 2.6), and subject to the continuing and exclusive authority of the Board over the management of the Company, the Board hereby delegates to the Adviser the authority to (i) locate, analyze and select investment opportunities, (ii) structure the terms and conditions of transactions pursuant to which investments will be made or acquired for the Company or the Partnership, (iii) acquire Properties, make and acquire Mortgages and other loans and invest in other Assets in compliance with the investment objectives and policies of the Company, (iv) arrange for financing or refinancing of Assets, (v) enter into leases for the Properties and service contracts for the Assets, including oversight of Affiliated companies that perform property management or other services for the Company, (vi) oversee non-Affiliated and Affiliated property managers and other non-Affiliated and Affiliated Persons who perform services for the Company, and (vii) undertake accounting and other record-keeping functions at the Asset level.
(2) Notwithstanding the foregoing, the Asset Purchase Price of any investment by the Company or the Partnership of over 30% of the Company’s Invested Capital will require the approval of the Board.
(3) If a transaction requires approval by the Board, the Adviser will deliver to the Directors all documents required by them to properly evaluate the proposed transaction.
AUTHORITY OF ADVISER. (a) Pursuant to the terms of this Agreement (including the restrictions included in this Section 4 and in Section 8), and subject to the continuing and exclusive authority of the Board over the management of the Company, the Company, acting on the authority of the Board of Directors, hereby delegates to the Adviser the authority to perform the services described in Section 3.
(b) For the period and on the terms and conditions set forth in this Agreement, the Company and its subsidiaries hereby constitute, appoint and authorize the Adviser as its true and lawful agent and attorney-in-fact, in its name, place and stead, to negotiate, execute, deliver and enter into agreements, instruments and authorizations on their behalf, on such terms and conditions as the Adviser, acting in its sole and absolute discretion, deems necessary or appropriate (subject to any limitations imposed by the Board). This power of attorney is deemed to be coupled with an interest.
AUTHORITY OF ADVISER. (a) Under the supervision of the Board and pursuant to this Agreement and in accordance with the Investment Company Act, the Adviser shall be responsible for:
(i) the investment of the assets of the Fund in accordance with the Fund’s prospectus and statement of additional information, as amended from time to time (the “Prospectus”), and the Fund’s policies;
(ii) the investment of a portion of the assets of the Fund, if deemed appropriate by the Adviser and in accordance with the Prospectus, in privately offered investment funds (“Private Funds”) that are organized in U.S. and non-U.S. jurisdictions;
AUTHORITY OF ADVISER. (a) Under the supervision of the Board and pursuant to this Agreement and in accordance with the Investment Company Act, the Adviser shall be responsible for: (i). the investment of the assets of the Fund in accordance with the Fund’s prospectus and statement of additional information, as amended from time to time (the “Prospectus”), and the Fund’s policies;
AUTHORITY OF ADVISER. The Adviser represents that it is the investment adviser of each Fund, with the authority as such to enter into this Agreement.
