Duties and Responsibilities of the Adviser. The Manager and the Company appoint the Adviser to (i) provide investment advisory services with respect to the investment and reinvestment of the Company’s assets, and with respect to such assets, (ii) continuously review and administer the investment program of the Company, (iii) determine in the Adviser’s discretion the securities to be purchased or sold, (iv) provide the Manager and the Company with records, which the Company is required to maintain, concerning the Adviser’s activities, and (v) render regular reports to the Manager and to the Company’s officers and Company Board concerning the Adviser's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities (1) in conformity with all applicable securities law, including but not limited to the Investment Company Act, the Advisers Act, the Commodity Exchange Act, as amended, the Securities Act, and the Securities Exchange Act of 1934, as amended (“Exchange Act”), (2) subject to the Manager's oversight and the control of the officers and Company Board and in compliance with such policies as the Company Board or the Trust Board may from time to time establish, (3) in compliance with the objectives, strategies, policies, and limitations for the Company set forth in the Trust's current registration statement as amended from time to time and applicable laws and regulations, and (4) in compliance with such other investment guidelines or restrictions established from time to time by the Manager or the Company which shall be communicated in writing by the Manager to Adviser in advance. The Adviser accepts such appointment and agrees to render the investment advisory services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. The Manager will make the investment decisions with respect to that portion of the Company’s assets that the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service. The Manager will instruct the Company’s custodian(s) to hold and/or transfer the Company’s assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term "Proper Instructions" shall have the meaning(s) specified in the applicable agreement(s) between the Company and its custodian(s), but generally refers to a writing by the specified representatives of the Adviser who have been authorized by the Company’s Board from time to time to provide instructions to the Company’s custodian. For the purpose of clarification, “Proper Instructions” can be instructions in any format, including without limitation, electronic instructions that are agreed upon by the Adviser and the Company’s custodian.) The Adviser is authorized on behalf of the Company, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents including without limitation, futures and options transactions, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, and other investment related agreements required to meet the obligations of the Trust with respect to any investments made for the Company. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein. Adviser is authorized on behalf of Manager to make all elections required in such agreements, instruments and documentation and make and receive all related notices from brokers or other counterparties. Manager also authorizes Adviser as agent and attorney-in-fact to make transactions in futures contracts and options on futures contracts on margin, for the Company, and authorizes each broker with whom Adviser makes such transactions to follow its instructions with respect to such transactions. Manager understands and agrees that Adviser will determine that such transactions are permitted before instructing a broker to enter into such transactions and that any broker receiving an order for any such transaction will have no independent obligation to ensure that the transactions are consistent with the Fund’s investment strategies and restrictions set forth in the Trust’s registration statement or the Company’s investment guidelines; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are consistent with the Company’s investment policies and limitations and other governing documents, (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by the Company under such documentation; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting the Company under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Company, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property or assets underlying any futures or options contracts, and other property purchased or sold for the Company; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property or assets to the extent necessary to meet the obligations of the Company with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit of margin or collateral shall be effected by transfer or segregation within an account maintained for the Company by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Company to deliver securities or other property or assets, or pay cash to the Adviser other than payment of the fees provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.
Appears in 1 contract
Samples: Investment Advisory Agreement (American Beacon Funds)
Duties and Responsibilities of the Adviser. The Manager and the Company Trust appoint the Adviser to (i) provide investment advisory services with respect to the investment and reinvestment of such portion, if any, of the Company’s assetsFunds' assets as is designated by the Manager from time to time, and and, with respect to such assets, (ii) continuously review review, and administer the investment program of the CompanyFunds, (iii) determine in the Adviser’s 's discretion the securities to be purchased or sold, (iv) provide the Manager and the Company Trust with records, which the Company Trust is required to maintain, concerning the Adviser’s 's activities, and (v) render regular reports to the Manager and to the Company’s Trust's officers and Company Board Trustees concerning the Adviser's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing duties and responsibilities (1) in conformity with all applicable securities law, including but not limited to the Investment Company Act, the Investment Advisers Act of 1940, as amended (“Advisers Act”), the Commodity Exchange Act, as amended, the Securities Act of 1933, as amended (“Securities Act”), and the Securities Exchange Act of 1934, as amended (“Exchange Act”), (2) subject to the Manager's oversight and the control of the officers and Company the Board of Trustees of the Trust (“Board” or “Trustees”) and in compliance with such policies as the Company Board or the Trust Board may from time to time establish, (3) in compliance with the objectives, strategies, policies, and limitations for the Company each such Fund set forth in the Trust's current registration statement statement, as amended from time to time time, and applicable laws and regulations, and (4) in compliance with such other investment guidelines or restrictions established from time to time by the Manager or the Company Trust, which shall be communicated in writing by the Manager to Adviser in advance. The Adviser accepts such appointment and agrees to render the investment advisory services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. The (With respect to any of the Funds’ assets allocated to the Adviser for its services, the Manager will make the investment decisions with respect to that portion of the Company’s assets that the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service. .) The Manager will instruct the Company’s Trust's custodian(s) to hold and/or transfer the Company’s Funds' assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term "Proper Instructions" shall have the meaning(s) specified in the applicable agreement(s) between the Company Trust and its custodian(s), but generally refers to a writing by the specified representatives of the Adviser who have been authorized by the CompanyTrust’s Board from time to time to provide instructions to the CompanyTrust’s custodian. For the purpose of clarification, “Proper Instructions” can be instructions in any format, including without limitation, electronic instructions that are agreed upon by the Adviser and the CompanyTrust’s custodian.) The Adviser is authorized on behalf of the CompanyFunds, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents including without limitation, futures and options transactions, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, and other investment related agreements required to meet the obligations of the Trust with respect to any investments made for the CompanyFunds. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein. Adviser is authorized on behalf of Manager to make all elections required in such agreements, instruments and documentation and make and receive all related notices from brokers or other counterparties. Manager also authorizes Adviser as agent and attorney-in-fact to make transactions in futures contracts and options on futures contracts on margin, for the CompanyFunds, and authorizes each broker with whom Adviser makes such transactions to follow its instructions with respect to such transactions. Manager understands and agrees that Adviser will determine that such transactions are permitted before instructing a broker to enter into such transactions and that any broker receiving an order for any such transaction will have no independent obligation to ensure that the transactions are consistent with the Fund’s investment strategies and restrictions set forth in the Trust’s registration statement or the Companyrelevant Fund’s investment guidelines; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are consistent with the Companyrelevant Fund’s investment policies and limitations and other governing documents, ; (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by the Company a Fund under such documentation; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting the Company a Fund under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the CompanyFunds, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property or assets underlying any futures or options contracts, and other property or assets purchased or sold for the CompanyFunds; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property or assets to the extent necessary to meet the obligations of the Company Funds with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit of margin or collateral shall be effected by transfer or segregation within an account maintained for the Company Funds by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Company Trust to deliver securities or other property or assets, or pay cash to the Adviser other than payment of the fees management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.
Appears in 1 contract
Samples: Investment Advisory Agreement (American Beacon Funds)
Duties and Responsibilities of the Adviser. The Manager and the Company appoint the Adviser to (i) provide investment advisory services with respect to the investment and reinvestment of the Company’s assets, and with respect to such assets, (ii) continuously review and administer the investment program of the Company, (iii) determine in the Adviser’s 's discretion the securities to be purchased or sold, (iv) provide the Manager and the Company with records, which the Company is required to maintain, concerning the Adviser’s 's activities, and (v) render regular reports to the Manager and to the Company’s officers and Company Board concerning the Adviser's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities (1) in conformity with all applicable securities law, including but not limited to the Investment Company Act, the Advisers Act, the Commodity Exchange Act, as amended, the Securities Act, and the Securities Exchange Act of 1934, as amended (“Exchange Act”), (2) subject to the Manager's oversight and the control of the officers and Company Board and in compliance with such policies as the Company Board or the Trust Board may from time to time establish, (3) in compliance with the objectives, strategies, policies, and limitations for the Company set forth in the Trust's current registration statement as amended from time to time and applicable laws and regulations, and (4) in compliance with such other investment guidelines or restrictions established from time to time by the Manager or the Company which shall be communicated in writing by the Manager to Adviser in advance. The Adviser accepts such appointment and agrees to render the investment advisory services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. The Manager will make the investment decisions with respect to that portion of the Company’s assets that the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service. The Manager will instruct the Company’s custodian(s) to hold and/or transfer the Company’s assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term "Proper Instructions" shall have the meaning(s) specified in the applicable agreement(s) between the Company and its custodian(s), but generally refers to a writing by the specified representatives of the Adviser who have been authorized by the Company’s Board from time to time to provide instructions to the Company’s custodian. For the purpose of clarification, “Proper Instructions” can be instructions in any format, including without limitation, electronic instructions that are agreed upon by the Adviser and the Company’s custodian.) The Adviser is authorized on behalf of the Company, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents including without limitation, futures and options transactions, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, and other investment related agreements required to meet the obligations of the Trust with respect to any investments made for the Company. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein. Adviser is authorized on behalf of Manager to make all elections required in such agreements, instruments and documentation and make and receive all related notices from brokers or other counterparties. Manager also authorizes Adviser as agent and attorney-in-fact to make transactions in futures contracts and options on futures contracts on margin, for the Company, and authorizes each broker with whom Adviser makes such transactions to follow its instructions with respect to such transactions. Manager understands and agrees that Adviser will determine that such transactions are permitted before instructing a broker to enter into such transactions and that any broker receiving an order for any such transaction will have no independent obligation to ensure that the transactions are consistent with the Fund’s investment strategies and restrictions set forth in the Trust’s registration statement or the Company’s investment guidelines; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are consistent with the Company’s investment policies and limitations and other governing documents, (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by the Company under such documentation; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting the Company under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Company, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property or assets underlying any futures or options contracts, and other property purchased or sold for the Company; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property or assets to the extent necessary to meet the obligations of the Company with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit of margin or collateral shall be effected by transfer or segregation within an account maintained for the Company by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Company to deliver securities or other property or assets, or pay cash to the Adviser other than payment of the fees provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.
Appears in 1 contract
Samples: Investment Advisory Agreement (American Beacon Funds)
Duties and Responsibilities of the Adviser. The Manager and the Company Trust appoint the Adviser to (i) provide investment advisory services with respect to the investment and reinvestment of such portion, if any, of the Company’s assetsFunds’ assets as is designated by the Manager from time to time, and and, with respect to such assets, (ii) continuously review review, and administer the investment program of the CompanyFunds, (iii) determine in the Adviser’s discretion the securities to be purchased or sold, (iv) provide the Manager and the Company Trust with records, which the Company Trust is required to maintain, concerning the Adviser’s activities, and (v) render regular reports to the Manager and to the CompanyTrust’s officers and Company Board Trustees concerning the Adviser's ’s discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing duties and responsibilities (1) in conformity with all applicable securities law, including but not limited to the Investment Company Act, the Investment Advisers Act of 1940, as amended (“Advisers Act”), the Commodity Exchange Act, as amended, the Securities Act of 1933, as amended (“Securities Act”), and the Securities Exchange Act of 1934, as amended (“Exchange Act”), (2) subject to the Manager's ’s oversight and the control of the officers and Company the Board of Trustees of the Trust (“Board” or “Trustees”) and in compliance with such policies as the Company Board or the Trust Board may from time to time establish, (3) in compliance with the objectives, strategies, policies, and limitations for the Company each such Fund set forth in the Trust's ’s current registration statement statement, as amended from time to time time, and applicable laws and regulations, and (4) in compliance with such other investment guidelines or restrictions established from time to time by the Manager or the Company Trust, which shall be communicated in writing by the Manager to Adviser in advance. The Adviser accepts such appointment and agrees to render the investment advisory services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. The (With respect to any of the Funds’ assets allocated to the Adviser for its services, the Manager will make the investment decisions with respect to that portion of the Company’s assets that the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service. .) The Manager will instruct the CompanyTrust’s custodian(s) to hold and/or transfer the Company’s Funds’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term "“Proper Instructions" ” shall have the meaning(s) specified in the applicable agreement(s) between the Company Trust and its custodian(s), but generally refers to a writing by the specified representatives of the Adviser who have been authorized by the CompanyTrust’s Board from time to time to provide instructions to the CompanyTrust’s custodian. For the purpose of clarification, “Proper Instructions” can be instructions in any format, including without limitation, electronic instructions that are agreed upon by the Adviser and the CompanyTrust’s custodian.) The Adviser is authorized on behalf of the CompanyFunds, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents including without limitation, futures and options transactions, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, and other investment related agreements required to meet the obligations of the Trust with respect to any investments made for the CompanyFunds. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein. Adviser is authorized on behalf of Manager to make all elections required in such agreements, instruments and documentation and make and receive all related notices from brokers or other counterparties. Manager also authorizes Adviser as agent and attorney-in-fact to make transactions in futures contracts and options on futures contracts on margin, for the CompanyFunds, and authorizes each broker with whom Adviser makes such transactions to follow its instructions with respect to such transactions. Manager understands and agrees that Adviser will determine that such transactions are permitted before instructing a broker to enter into such transactions and that any broker receiving an order for any such transaction will have no independent obligation to ensure that the transactions are consistent with the Fund’s investment strategies and restrictions set forth in the Trust’s registration statement or the Companyrelevant Fund’s investment guidelines; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are consistent with the Companyrelevant Fund’s investment policies and limitations and other governing documents, ; (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by the Company a Fund under such documentation; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting the Company a Fund under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the CompanyFunds, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property or assets underlying any futures or options contracts, and other property or assets purchased or sold for the CompanyFunds; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property or assets to the extent necessary to meet the obligations of the Company Funds with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit of margin or collateral shall be effected by transfer or segregation within an account maintained for the Company Funds by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Company Trust to deliver securities or other property or assets, or pay cash to the Adviser other than payment of the fees management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.
Appears in 1 contract
Samples: Investment Advisory Agreement (American Beacon Funds)
Duties and Responsibilities of the Adviser. The Manager (a) Subject to the direction and control of the Company appoint Board, the Adviser to (i) shall provide a continuous investment advisory services with respect to program for each Fund, including investment research and management of the investment and reinvestment of the Company’s assetsassets of each Fund, and with respect to such assets, in accordance with: (iii) continuously review and administer the investment program of the Company, (iii) determine in the Adviser’s discretion the securities to be purchased or sold, (iv) provide the Manager and the Company with records, which the Company is required to maintain, concerning the Adviser’s activities, and (v) render regular reports to the Manager and to the Company’s officers and Company Board concerning the Adviser's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities (1) in conformity with all applicable securities law, including but not limited to the Investment Company 1940 Act, the Investment Advisers Act, the Commodity Exchange Act, as amended, the Securities Act, and the Securities Exchange Act of 19341940, as amended (the “Exchange Advisers Act”), and all applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (2the “SEC”); (ii) subject to any other applicable provision of law or regulation, including the Manager's oversight and Internal Revenue Code of 1986, as amended (the control “Code”); (iii) the terms of the officers Trust’s Declaration of Trust, as amended and Company Board and in compliance with such policies as the Company Board or the Trust Board may restated from time to time establish(the “Declaration of Trust”), and the Trust’s Bylaws, as amended and restated from time to time; (3iv) in compliance with the Fund’s investment objectives, strategies, policies, policies and limitations for the Company restrictions as set forth in the Trust's current ’s registration statement on Form N-1A, as amended from time to time and applicable laws and regulations, (the “Registration Statement”); and (4v) in compliance with such other investment guidelines or restrictions established from time to time by the Manager or the Company which shall be communicated in writing by the Manager to Adviser in advance. The Adviser accepts such appointment any policies and agrees to render the investment advisory services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. The Manager will make the investment decisions with respect to that portion determinations of the Company’s assets that the Adviser deems should be invested in short-term money market instrumentsBoard. The Manager agrees to provide this service. The Manager will instruct the Company’s custodian(s) to hold and/or transfer the Company’s assets in accordance with Proper Instructions received from In connection therewith, the Adviser. (For this purpose, the term "Proper Instructions" shall have the meaning(s) specified in the applicable agreement(s) between the Company and its custodian(s), but generally refers to a writing by the specified representatives of the Adviser who have been authorized by the Company’s Board from time to time to provide instructions to the Company’s custodian. For the purpose of clarification, “Proper Instructions” can be instructions in any format, including without limitation, electronic instructions that are agreed upon by the Adviser and the Company’s custodian.) The Adviser is authorized on behalf of the Company, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents including without limitation, futures and options transactions, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, and other investment related agreements required to meet the obligations of the Trust with respect to any investments made for the Company. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein. Adviser is authorized on behalf of Manager to make all elections required in such agreements, instruments and documentation and make and receive all related notices from brokers or other counterparties. Manager also authorizes Adviser as agent and attorney-in-fact to make transactions in futures contracts and options on futures contracts on margin, for the Company, and authorizes each broker with whom Adviser makes such transactions to follow its instructions with respect to each Fund, shall have full authority to make decisions to purchase and sell securities and other assets for each Fund, to exercise all voting and other rights pertaining to such transactions. Manager understands securities and agrees that Adviser will determine that other assets, to place each Fund’s portfolio transactions with broker-dealers, to negotiate the terms of such transactions are permitted before instructing a broker on behalf of such Fund (subject to enter into the provisions of Section 3 hereof), and to perform such transactions other functions of investment management and that any broker receiving an order for any such transaction will have no independent obligation to ensure that the transactions are consistent with the Fund’s investment strategies and restrictions set forth in the Trust’s registration statement or the Company’s investment guidelines; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall supervision as may be responsible for ensuring that any such representations are consistent with the Company’s investment policies and limitations and other governing documents, (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered directed by the Company under such documentation; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting the Company under such documentationBoard. The Adviser further also shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Company, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property or assets underlying any futures or options contracts, and other property purchased or sold for the Company; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property or assets to the extent necessary to meet the obligations of the Company with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit of margin or collateral shall be effected by transfer or segregation within an account maintained for the Company by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority responsibility to cause the Manager Adviser’s officers and employees to attend meetings and furnish oral or written reports, as the Company to deliver securities or other property or assets, or pay cash to the Adviser other than payment of the fees provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreementmay reasonably request.
Appears in 1 contract