Common use of Continuous Investment Program Clause in Contracts

Continuous Investment Program. The Sub-Adviser shall formulate and implement a continuous investment program for the Allocated Portion in accordance with the Strategy, including determining what portion of such assets will be invested or held uninvested in cash or cash equivalents. Without limiting the generality of the foregoing and subject to the requirements and restrictions in this Agreement, the Sub-Adviser is authorized to: (i) source, identify and evaluate investment opportunities for the Allocated Portion, monitor and review the investments held in the Allocated Portion and analyze the progress of such investments; (ii) make investment decisions for the Fund in respect of the Allocated Portion, such as taking actions with respect to the acquisition, purchase, consummation, satisfaction, exchange, liquidation, transfer and other dispositions of assets (including cash and cash-equivalent assets) held in the Allocated Portion; (iii) make certain investment representations on behalf of the Fund; (iv) vote or cause the voting and execution of proxies, waivers, consents and other instruments with respect to the Investments held in the Sub-Account and, in connection therewith, vote proxies for such Investments in accordance with the Sub-Adviser’s policies regarding proxy voting; (v) place purchase and sale orders for portfolio transactions in respect of the Allocated Portion and manage otherwise uninvested cash or cash equivalent assets of the Allocated Portion; (vi) use financial derivative instruments and any of the efficient portfolio management techniques and instruments as may in the reasonable opinion of the Sub-Adviser be necessary in order to implement the Strategy; (vii) do anything with respect to the Allocated Portion which the Sub-Adviser shall deem requisite, appropriate or advisable in connection with the maintenance and administration of the Allocated Portion; (viii) control, transfer or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or control with respect to, the investments of the Allocated Portion; (ix) authorize any director, officer, manager, trustee, member, partner, stockholder, principal, investment professional, employee, advisor, consultant, representative or other agent (each, a “Representative”) of the Sub-Adviser to act for and on behalf of the Fund in all matters incidental to the foregoing; and (x) subject to Section 2(e) below, execute account documentation, agreements, contracts and other documents, including as may be requested by brokers, dealers, counterparties and other persons in connection with the Sub-Adviser’s management of the Allocated Portion (in such respect, and only for this limited purpose, the Sub-Adviser will, as necessary to effect such documentation, agreements, contracts and other documents, act as the Adviser’s and the Fund’s agent and attorney-in-fact). The Sub-Adviser, in general, will take such action as it deems is appropriate to manage the Allocated Portion.

Continuous Investment Program. The SubCo-Adviser shall formulate and implement a continuous investment program for the Allocated Portion in accordance with the Strategy, including determining what portion of such assets will be invested or held uninvested in cash or cash equivalents. Without limiting the generality of the foregoing and subject to the requirements and restrictions in this Agreementforegoing, the SubCo-Adviser is authorized toauthorized: (ia) source, identify and evaluate investment opportunities for the Allocated Portion, monitor and review the investments held in the Allocated Portion and analyze the progress of such investments; (ii) to make investment decisions on a discretionary basis for the Fund in respect of the Allocated Portion, such as taking actions with respect to including decisions for the acquisition, purchase, consummation, satisfaction, exchange, liquidation, transfer investment and other dispositions reinvestment of the assets (including cash and cash-cash equivalent assets) held in the Allocated Portion, taking into account such factors as the Co-Adviser deems appropriate, including, without limitation, (i) overall liquidity profile and risk profile; (ii) objective, time horizon, tax sensitivity, tolerance for turnover, asset composition and cash level; (iii) make certain investment representations on behalf of the Fundsize; (iv) vote or cause the voting and execution of proxies, waivers, consents and other instruments with respect to the Investments held in the Sub-Account and, in connection therewith, vote proxies potential for such Investments in accordance with the Sub-Adviser’s policies regarding proxy votingwithdrawals; (v) the transferability of such investments; (vi) the minimum denominations of investments; (vii) the availability of price quotes with respect to investments; (viii) the structural and operational differences and any applicable investment limitations, including, without limitation, exposure limits, hedging limits, and diversification considerations; (ix) the eligibility to make such investment under applicable laws and regulations; (x) in the case of a new issue bond being allocated by a bank or other lender, previous commitments to fund a bridge loan; and (xi) any other applicable tax, legal, regulatory, compliance, operational or administrative issues; (b) to place purchase and sale orders for portfolio transactions in respect of the Allocated Portion and to manage otherwise uninvested cash or cash equivalent assets of the Allocated Portion; (vi) use financial derivative instruments and any of the efficient portfolio management techniques and instruments as may in the reasonable opinion of the Sub-Adviser be necessary in order to implement the Strategy; (vii) do anything with respect to the Allocated Portion which the Sub-Adviser shall deem requisite, appropriate or advisable in connection with the maintenance and administration of the Allocated Portion; (viii) control, transfer or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or control with respect to, the investments of the Allocated Portion; (ix) authorize any director, officer, manager, trustee, member, partner, stockholder, principal, investment professional, employee, advisor, consultant, representative or other agent (each, a “Representative”) of the Sub-Adviser to act for and on behalf of the Fund in all matters incidental to the foregoing; and (xc) subject to Section 2(e2(d) below, to execute account documentation, agreements, contracts and other documents, including documents as may be requested by brokers, dealers, counterparties and other persons in connection with the SubCo-Adviser’s management of the Allocated Portion (in such respect, and only for this limited purpose, the SubCo-Adviser will, as necessary to effect such documentation, agreements, contracts and other documents, act as the Adviser’s and the Fund’s agent and attorney-in-attorney in fact). The Sub-Adviser, in general, will take such action as it deems is appropriate to manage the Allocated Portion.

Continuous Investment Program. The Sub-Adviser shall formulate and implement a continuous investment program for the Allocated Portion in accordance with the Strategy, including determining what portion of such assets will be invested or held uninvested in cash or cash equivalents. Without limiting the generality of the foregoing and subject to the requirements and restrictions in this Agreementforegoing, the Sub-Adviser is authorized toauthorized: (ia) source, identify and evaluate investment opportunities for the Allocated Portion, monitor and review the investments held in the Allocated Portion and analyze the progress of such investments; (ii) to make investment decisions on a discretionary basis for the Fund in respect of the Allocated Portion, such as taking actions with respect to including decisions for the acquisition, purchase, consummation, satisfaction, exchange, liquidation, transfer investment and other dispositions reinvestment of the assets (including cash and cash-cash equivalent assets) held in the Allocated Portion, taking into account such factors as the Sub-Adviser deems appropriate, including, without limitation, (i) overall liquidity profile and risk profile; (ii) objective, time horizon, tax sensitivity, tolerance for turnover, asset composition and cash level; (iii) make certain investment representations on behalf of the Fundsize; (iv) vote or cause the voting and execution of proxies, waivers, consents and other instruments with respect to the Investments held in the Sub-Account and, in connection therewith, vote proxies potential for such Investments in accordance with the Sub-Adviser’s policies regarding proxy votingwithdrawals; (v) the transferability of such investments; (vi) the minimum denominations of investments; (vii) the availability of price quotes with respect to investments; (viii) the structural and operational differences and any applicable investment limitations, including, without limitation, exposure limits, hedging limits, and diversification considerations; (ix) the eligibility to make such investment under applicable laws and regulations; (x) in the case of a new issue bond being allocated by a bank or other lender, previous commitments to fund a bridge loan; and (xi) any other applicable tax, legal, regulatory, compliance, operational or administrative issues; (b) to place purchase and sale orders for portfolio transactions in respect of the Allocated Portion and to manage otherwise uninvested cash or cash equivalent assets of the Allocated Portion; (vi) use financial derivative instruments and any of the efficient portfolio management techniques and instruments as may in the reasonable opinion of the Sub-Adviser be necessary in order to implement the Strategy; (vii) do anything with respect to the Allocated Portion which the Sub-Adviser shall deem requisite, appropriate or advisable in connection with the maintenance and administration of the Allocated Portion; (viii) control, transfer or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or control with respect to, the investments of the Allocated Portion; (ix) authorize any director, officer, manager, trustee, member, partner, stockholder, principal, investment professional, employee, advisor, consultant, representative or other agent (each, a “Representative”) of the Sub-Adviser to act for and on behalf of the Fund in all matters incidental to the foregoing; and (xc) subject to Section 2(e2(d) below, to execute account documentation, agreements, contracts and other documents, including documents as may be requested by brokers, dealers, counterparties and other persons in connection with the Sub-Adviser’s management of the Allocated Portion (in such respect, and only for this limited purpose, the Sub-Adviser will, as necessary to effect such documentation, agreements, contracts and other documents, act as the Adviser’s and the Fund’s agent and attorney-in-attorney in fact). The Sub-Adviser, in general, will take such action as it deems is appropriate to manage the Allocated Portion.