Authority of the Investment Manager. Subject to Section 5, and in connection with its obligations under this Agreement, the Investment Manager will have the authority for and in the name of the Fund (including, to the extent applicable, any subsidiary of the Fund) to manage the investment and reinvestment of the assets of the Fund and to continuously review, supervise and administer the investment program of the Fund subject to oversight by the Fund's Board of Directors (the "Board of Directors") and in accordance with the investment objective and policies described in the Private Placement Memorandum. Without limiting the generality of the foregoing, the Investment Manager is specifically authorized to: (a) invest discrete portions of the Fund's assets (which may constitute, in the aggregate, all of the Fund's assets) in unregistered investment funds or other investment vehicles and registered investment companies ("Investment Funds") that are managed by Portfolio Managers, which investments shall be subject in each case to the terms and conditions of the respective governing documents utilized by each Portfolio Manager; (b) invest discrete portions of the Fund's assets (i) in separate investment vehicles for which the Portfolio Managers serve as general partners, managing members and/or investment managers and in which the Fund is the sole investor ("Sub-Funds") and (ii) with Portfolio Managers who are retained to manage the Fund's assets directly through separately managed accounts (Sub-Funds and separately managed accounts are collectively referred to as "Separately Managed Accounts"; Portfolio Managers of Separately Managed Accounts are referred to as "Subadvisers"); (c) invest the Fund's assets in any type of instrument it deems appropriate for the purpose of (i) hedging currency risk when the Fund makes an investment in an Investment Fund or directly in securities denominated in a currency other than the U.S. dollar and (ii) fulfilling the investment objective of the Fund as described in the Private Placement Memorandum; (d) invest the cash balances of the Fund in any instruments it deems appropriate and to reinvest any income earned thereon in accordance with the investment program of the Fund; (e) borrow or raise monies, on behalf of the Fund, and, from time to time issue, accept, endorse and execute promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or non-negotiable instruments and evidences of indebtedness, and secure the payment of such or other obligations by mortgage upon, or hypothecation or pledge of, all or part of the property of the Fund, whether at the time owned or thereafter acquired, when deemed appropriate by the Investment Manager, including, without limitation, to meet repurchases that would otherwise result in the premature liquidation of investments; (f) open, maintain and close bank accounts and brokerage accounts in the name of the Fund and draw checks or other orders for the payment of monies in respect of those accounts, and issue instructions and authorizations to brokers regarding securities and/or money therein, subject to the oversight of the Board of Directors; (g) do any and all acts on behalf of the Fund, and exercise all rights of the Fund, with respect to its interest in any person, firm, corporation or other entity, including, without limitation, the voting or abstention from voting of limited liability company interests, limited partnership interests, shares or other interests of the Investment Funds and Sub-Funds, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and other like or similar matters; (h) subject to the Investment Company Act of 1940 (the "1940 Act"), and any interpretations of that Act, invest in one or more Investment Funds through an intermediate entity in which other accounts or funds managed by the Investment Manager may have an interest or allocate portions of the Fund's assets to Portfolio Managers affiliated with the Investment Manager, but not on terms more favorable to such affiliates than could be obtained through arm's-length negotiation; (i) advise the Board of Directors in connection with any proposed changes to the Fund's investment guidelines, policies or strategies from time to time in order to meet the Fund's investment objective; (j) supply the Fund's administrator, custodian, escrow agent, or other service providers to the Fund, with such information and instructions as may be necessary to enable such person or persons to perform their duties in accordance with the applicable agreements; (k) perform certain "manager administrative services," including effecting all registrations or other filings required by any governmental or similar agency with respect to the Fund, providing substantial assistance in the administration of the process by which the Fund repurchases its securities, including with respect to regulatory filings, liaising as necessary with regulatory authorities with respect to the Fund's operations and filings, and generally addressing matters arising from the Fund's registration under the 1940 Act; (l) authorize any employee or other agent of the Investment Manager or agent or employee of the Fund to act for and on behalf of the Fund in all matters incidental to the foregoing; and (m) engage personnel, whether part-time or full-time, attorneys and independent accountants or such other persons as the Investment Manager may deem necessary or advisable. Subject to Section 3(b) of this Agreement, the Investment Manager may be assisted in performing its services hereunder by sub-managers or consultants that it selects.
Appears in 2 contracts
Samples: Investment Management Agreement (Jp Morgan Multi-Strategy Fund LLC), Investment Management Agreement (Jp Morgan Multi-Strategy Fund LLC)
Authority of the Investment Manager. Subject to Section 5, and in connection with its obligations under this Agreement, the Investment Manager will have the authority for and in the name of the Fund (including, to the extent applicable, any subsidiary of the Fund) to manage the investment and reinvestment of the assets of the Fund and to continuously review, supervise and administer the investment program of the Fund subject to oversight by the Fund's ’s Board of Directors Trustees (the "“Board of Directors"Trustees”) and in accordance with the investment objective and policies described in the Private Placement Memorandum. Without limiting the generality of the foregoing, the Investment Manager is specifically authorized to:
(a) invest discrete portions of the Fund's ’s assets (which may constitute, in the aggregate, all of the Fund's ’s assets) in unregistered investment funds or other investment vehicles and registered investment companies ("“Investment Funds"”) that are managed by Portfolio Managers, which investments shall be subject in each case to the terms and conditions of the respective governing documents utilized by each Portfolio Manager;
(b) invest discrete portions of the Fund's assets (i) in separate investment vehicles for which the Portfolio Managers serve as general partners, managing members and/or investment managers and in which the Fund is the sole investor ("Sub-Funds") and (ii) with Portfolio Managers who are retained to manage the Fund's assets directly through separately managed accounts (Sub-Funds and separately managed accounts are collectively referred to as "Separately Managed Accounts"; Portfolio Managers of Separately Managed Accounts are referred to as "Subadvisers");
(c) invest the Fund's ’s assets in any type of instrument it deems appropriate for the purpose of (i) hedging currency risk when the Fund makes an investment in an Investment Fund or directly in securities denominated in a currency other than the U.S. dollar and (ii) fulfilling the investment objective of the Fund as described in the Private Placement Memorandum;
(dc) invest the cash balances of the Fund in any instruments it deems appropriate and to reinvest any income earned thereon in accordance with the investment program of the Fund;
(ed) borrow or raise monies, on behalf of the Fund, and, from time to time issue, accept, endorse and execute promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or non-negotiable instruments and evidences of indebtedness, and secure the payment of such or other obligations by mortgage upon, or hypothecation or pledge of, all or part of the property of the Fund, whether at the time owned or thereafter acquired, when deemed appropriate by the Investment Manager, including, without limitation, to meet repurchases that would otherwise result in the premature liquidation of investments;
(fe) open, maintain and close bank accounts and brokerage accounts in the name of the Fund and draw checks or other orders for the payment of monies in respect of those accounts, and issue instructions and authorizations to brokers regarding securities and/or money therein, subject to the oversight of the Board of DirectorsTrustees;
(gf) do any and all acts on behalf of the Fund, and exercise all rights of the Fund, with respect to its interest in any person, firm, corporation or other entity, including, without limitation, the voting or abstention from voting of limited liability company interests, limited partnership interests, shares or other interests of the Investment Funds and Sub-Funds, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and other like or similar matters;
(h) subject to the Investment Company Act of 1940 (the "1940 Act"), and any interpretations of that Act, invest in one or more Investment Funds through an intermediate entity in which other accounts or funds managed by the Investment Manager may have an interest or allocate portions of the Fund's assets to Portfolio Managers affiliated with the Investment Manager, but not on terms more favorable to such affiliates than could be obtained through arm's-length negotiation;
(ig) advise the Board of Directors Trustees in connection with any proposed changes to the Fund's ’s investment guidelines, policies or strategies from time to time in order to meet the Fund's ’s investment objective;
(jh) supply the Fund's ’s administrator, custodian, escrow agent, or other service providers to the Fund, with such information and instructions as may be necessary to enable such person or persons to perform their duties in accordance with the applicable agreements;
(k) perform certain "manager administrative services," including effecting all registrations or other filings required by any governmental or similar agency with respect to the Fund, providing substantial assistance in the administration of the process by which the Fund repurchases its securities, including with respect to regulatory filings, liaising as necessary with regulatory authorities with respect to the Fund's operations and filings, and generally addressing matters arising from the Fund's registration under the 1940 Act;
(li) authorize any employee or other agent of the Investment Manager or agent or employee of the Fund to act for and on behalf of the Fund in all matters incidental to the foregoing; and
(mj) engage personnel, whether part-time or full-time, attorneys and independent accountants or such other persons as the Investment Manager may deem necessary or advisable. Subject to Section 3(b) of this Agreement, the Investment Manager may be assisted in performing its services hereunder by sub-managers or consultants that it selects.
Appears in 2 contracts
Samples: Investment Management Agreement (J.P. Morgan Access Multi-Strategy Fund II), Investment Management Agreement (J.P. Morgan Access Multi-Strategy Fund II)
Authority of the Investment Manager. Subject to Section 5, and in connection with its obligations under this Agreement, the Investment Manager will have the authority for and in the name of the Fund (including, to the extent applicable, any subsidiary of the Fund) to manage the investment and reinvestment of the assets of the Fund and to continuously review, supervise and administer the investment program of the Fund subject to oversight by the Fund's ’s Board of Directors (the "“Board of Directors"”) and in accordance with the investment objective and policies described in the Private Placement Memorandum. Without limiting the generality of the foregoing, the Investment Manager is specifically authorized to:
(a) invest discrete portions of the Fund's ’s assets (which may constitute, in the aggregate, all of the Fund's ’s assets) in unregistered investment funds or other investment vehicles and registered investment companies ("“Investment Funds"”) that are managed by Portfolio Managers, which investments shall be subject in each case to the terms and conditions of the respective governing documents utilized by each Portfolio Manager;
(b) invest discrete portions of the Fund's assets (i) in separate investment vehicles for which the Portfolio Managers serve as general partners, managing members and/or investment managers and in which the Fund is the sole investor ("Sub-Funds") and (ii) with Portfolio Managers who are retained to manage the Fund's assets directly through separately managed accounts (Sub-Funds and separately managed accounts are collectively referred to as "Separately Managed Accounts"; Portfolio Managers of Separately Managed Accounts are referred to as "Subadvisers");
(c) invest the Fund's ’s assets in any type of instrument it deems appropriate for the purpose of (i) hedging currency risk when the Fund makes an investment in an Investment Fund or directly in securities denominated in a currency other than the U.S. dollar and (ii) fulfilling the investment objective of the Fund as described in the Private Placement Memorandum;
(dc) invest the cash balances of the Fund in any instruments it deems appropriate and to reinvest any income earned thereon in accordance with the investment program of the Fund;
(ed) borrow or raise monies, on behalf of the Fund, and, from time to time issue, accept, endorse and execute promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or non-negotiable instruments and evidences of indebtedness, and secure the payment of such or other obligations by mortgage upon, or hypothecation or pledge of, all or part of the property of the Fund, whether at the time owned or thereafter acquired, when deemed appropriate by the Investment Manager, including, without limitation, to meet repurchases that would otherwise result in the premature liquidation of investments;
(fe) open, maintain and close bank accounts and brokerage accounts in the name of the Fund and draw checks or other orders for the payment of monies in respect of those accounts, and issue instructions and authorizations to brokers regarding securities and/or money therein, subject to the oversight of the Board of Directors;
(gf) do any and all acts on behalf of the Fund, and exercise all rights of the Fund, with respect to its interest in any person, firm, corporation or other entity, including, without limitation, the voting or abstention from voting of limited liability company interests, limited partnership interests, shares or other interests of the Investment Funds and Sub-Funds, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and other like or similar matters;
(h) subject to the Investment Company Act of 1940 (the "1940 Act"), and any interpretations of that Act, invest in one or more Investment Funds through an intermediate entity in which other accounts or funds managed by the Investment Manager may have an interest or allocate portions of the Fund's assets to Portfolio Managers affiliated with the Investment Manager, but not on terms more favorable to such affiliates than could be obtained through arm's-length negotiation;
(ig) advise the Board of Directors in connection with any proposed changes to the Fund's ’s investment guidelines, policies or strategies from time to time in order to meet the Fund's ’s investment objective;
(jh) supply the Fund's ’s administrator, custodian, escrow agent, or other service providers to the Fund, with such information and instructions as may be necessary to enable such person or persons to perform their duties in accordance with the applicable agreements;
(k) perform certain "manager administrative services," including effecting all registrations or other filings required by any governmental or similar agency with respect to the Fund, providing substantial assistance in the administration of the process by which the Fund repurchases its securities, including with respect to regulatory filings, liaising as necessary with regulatory authorities with respect to the Fund's operations and filings, and generally addressing matters arising from the Fund's registration under the 1940 Act;
(li) authorize any employee or other agent of the Investment Manager or agent or employee of the Fund to act for and on behalf of the Fund in all matters incidental to the foregoing; and
(mj) engage personnel, whether part-time or full-time, attorneys and independent accountants or such other persons as the Investment Manager may deem necessary or advisable. Subject to Section 3(b) of this Agreement, the Investment Manager may be assisted in performing its services hereunder by sub-managers or consultants that it selects.
Appears in 2 contracts
Samples: Investment Management Agreement (Jp Morgan Access Multi-Strategy Fund LLC), Investment Management Agreement (Jp Morgan Access Multi-Strategy Fund LLC)
Authority of the Investment Manager. Subject to Section 5, and in connection with its obligations under this Agreement, the Investment Manager will have the authority for and in the name of the Fund (including, to the extent applicable, any subsidiary of the Fund) to manage the investment and reinvestment of the assets of the Fund and to continuously review, supervise and administer the investment program of the Fund subject to oversight by the Fund's Board of Directors (the "Board of Directors") and in accordance with the investment objective and policies described in the Private Placement Memorandum. Without limiting the generality of the foregoing, the Investment Manager is specifically authorized to:
(a) invest discrete portions of the Fund's assets (which may constitute, in the aggregate, all of the Fund's assets) in unregistered investment funds or other investment vehicles and registered investment companies ("Investment Funds") that are managed by Portfolio Managers, which investments shall be subject in each case to the terms and conditions of the respective governing documents utilized by each Portfolio Manager;
(b) invest discrete portions of the Fund's assets (i) in separate investment vehicles for which the Portfolio Managers serve as general partners, managing members and/or investment managers and in which the Fund is the sole investor ("Sub-Funds") and (ii) with Portfolio Managers who are retained to manage the Fund's assets directly through separately managed accounts (Sub-Funds and separately managed accounts are collectively referred to as "Separately Managed Accounts"; Portfolio Managers of Separately Managed Accounts are referred to as "Subadvisers");
(c) invest the Fund's assets in any type of instrument it deems appropriate for the purpose of (i) hedging currency risk when the Fund makes an investment in an Investment Fund or directly in securities denominated in a currency other than the U.S. dollar and (ii) fulfilling the investment objective of the Fund as described in the Private Placement Memorandum;
(d) invest the cash balances of the Fund in any instruments it deems appropriate and to reinvest any income earned thereon in accordance with the investment program of the Fund;
(e) borrow or raise monies, on behalf of the Fund, and, from time to time issue, accept, endorse and execute promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or non-negotiable instruments and evidences of indebtedness, and secure the payment of such or other obligations by mortgage upon, or hypothecation or pledge of, all or part of the property of the Fund, whether at the time owned or thereafter acquired, when deemed appropriate by the Investment Manager, including, without limitation, to meet repurchases that would otherwise result in the premature liquidation of investments;
(f) open, maintain and close bank accounts and brokerage accounts in the name of the Fund and draw checks or other orders for the payment of monies in respect of those accounts, and issue instructions and authorizations to brokers regarding securities and/or money therein, subject to the oversight of the Board of Directors;
(g) do any and all acts on behalf of the Fund, and exercise all rights of the Fund, with respect to its interest in any person, firm, corporation or other entity, including, without limitation, the voting or abstention from voting of limited liability company interests, limited partnership interests, shares or other interests of the Investment Funds and Sub-Funds, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and other like or similar matters;
(h) subject to the Investment Company Act of 1940 (the "1940 Act"), and any interpretations of that Act, invest in one or more Investment Funds through an intermediate entity in which other accounts or funds managed by the Investment Manager may have an interest or allocate portions of the Fund's assets to Portfolio Managers affiliated with the Investment Manager, but not on terms more favorable to such affiliates than could be obtained through arm's-length negotiation;
(i) advise the Board of Directors in connection with any proposed changes to the Fund's investment guidelines, policies or strategies from time to time in order to meet the Fund's investment objective;
(j) supply the Fund's administrator, custodian, escrow agent, or other service providers to the Fund, with such information and instructions as may be necessary to enable such person or persons to perform their duties in accordance with the applicable agreements;
(k) perform certain "manager administrative services," including effecting effect all registrations or other filings required by any governmental or similar agency with respect to the Fund, providing substantial assistance in the administration of the process by which the Fund repurchases its securities, including with respect to regulatory filings, liaising as necessary with regulatory authorities with respect to the Fund's operations and filings, and generally addressing matters arising from the Fund's registration under the 1940 Act;
(l) authorize any employee or other agent of the Investment Manager or agent or employee of the Fund to act for and on behalf of the Fund in all matters incidental to the foregoing; and
(m) engage personnel, whether part-time or full-time, attorneys and independent accountants or such other persons as the Investment Manager may deem necessary or advisable. Subject to Section 3(b) of this Agreement, the Investment Manager may be assisted in performing its services hereunder by sub-managers or consultants that it selects.
Appears in 1 contract
Samples: Investment Management Agreement (Jp Morgan Multi-Strategy Fund LLC)
Authority of the Investment Manager. Subject to Section 5, and in connection with its obligations under this Agreement, the Investment Manager will have the authority for and in the name of the Fund (including, to the extent applicable, any subsidiary of the Fund) to manage the investment and reinvestment of the assets of the Fund and to continuously review, supervise and administer the investment program of the Fund subject to oversight by the Fund's Board of Directors (the "Board of Directors") and in accordance with the investment objective and policies described in the Private Placement Memorandum. Without limiting the generality of the foregoing, the Investment Manager is specifically authorized to:
(a) invest discrete portions of the Fund's assets (which may constitute, in the aggregate, all of the Fund's assets) in unregistered investment funds or other investment vehicles and registered investment companies ("Investment Funds") that are managed by Portfolio Managers, which investments shall be subject in each case to the terms and conditions of the respective governing documents utilized by each Portfolio Manager;
(b) invest discrete portions of the Fund's assets (i) in separate investment vehicles for which the Portfolio Managers serve as general partners, managing members and/or investment managers and in which the Fund is the sole investor ("Sub-Funds") and (ii) with Portfolio Managers who are retained to manage the Fund's assets directly through separately managed accounts (Sub-Funds and separately managed accounts are collectively referred to as "Separately Managed Accounts"; Portfolio Managers of Separately Managed Accounts are referred to as "Subadvisers");
(c) invest the Fund's assets in any type of instrument it deems appropriate for the purpose of (i) hedging currency risk when the Fund makes an investment in an Investment Fund or directly in securities denominated in a currency other than the U.S. dollar and (ii) fulfilling the investment objective of the Fund as described in the Private Placement Memorandum;
(d) invest the cash balances of the Fund in any instruments it deems appropriate and to reinvest any income earned thereon in accordance with the investment program of the Fund;
(e) borrow or raise monies, on behalf of the Fund, and, from time to time issue, accept, endorse and execute promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or non-negotiable instruments and evidences of indebtedness, and secure the payment of such or other obligations by mortgage upon, or hypothecation or pledge of, all or part of the property of the Fund, whether at the time owned or thereafter acquired, when deemed appropriate by the Investment Manager, including, without limitation, to meet repurchases that would otherwise result in the premature liquidation of investments;
(f) open, maintain and close bank accounts and brokerage accounts in the name of the Fund and draw checks or other orders for the payment of monies in respect of those accounts, and issue instructions and authorizations to brokers regarding securities and/or money therein, subject to the oversight of the Board of Directors;
(g) do any and all acts on behalf of the Fund, and exercise all rights of the Fund, with respect to its interest in any person, firm, corporation or other entity, including, without limitation, the voting or abstention from voting of limited liability company interests, limited partnership interests, shares or other interests of the Investment Funds and Sub-Funds, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and other like or similar matters;
(h) subject to the Investment Company 1940 Act of 1940 (the "1940 Act"as defined below), and any interpretations of that Act, invest in one or more Investment Funds through an intermediate entity in which other accounts or funds managed by the Investment Manager may have an interest or allocate portions of the Fund's assets to Portfolio Managers affiliated with the Investment Manager, but not on terms more favorable to such affiliates than could be obtained through arm's-length negotiation;
(i) advise the Board of Directors in connection with any proposed changes to the Fund's investment guidelines, policies or strategies from time to time in order to meet the Fund's investment objective;
(j) supply the Fund's administrator, custodian, escrow agent, or other service providers to the Fund, with such information and instructions as may be necessary to enable such person or persons to perform their duties in accordance with the applicable agreements;
(k) perform certain "manager administrative services," including effecting effect all registrations or other filings required by any governmental or similar agency with respect to the Fund, providing substantial assistance in the administration of the process by which the Fund repurchases its securities, including with respect to regulatory filings, liaising as necessary with regulatory authorities with respect to the Fund's operations and filings, and generally addressing matters arising from the Fund's registration under the 1940 Act;
(l) authorize any employee or other agent of the Investment Manager or agent or employee of the Fund to act for and on behalf of the Fund in all matters incidental to the foregoing; and
(m) engage personnel, whether part-time or full-time, attorneys and independent accountants or such other persons as the Investment Manager may deem necessary or advisable. Subject to Section 3(b) of this Agreement, the Investment Manager may be assisted in performing its services hereunder by sub-managers or consultants that it selects.
Appears in 1 contract
Samples: Investment Management Agreement (J P Morgan Atlas Global Long / Short Equity Fund LLC)