Duties as Investment Adviser. (a) Subject to the supervision of the Fund's Board of Trustees (the "Board" and its members, the "Trustees"), the Adviser will have full discretion and authority (i) to manage the assets and liabilities of the Fund and (ii) to manage the day-to-day business and affairs of the Fund. In furtherance of and subject to the foregoing, the Adviser will have full power and authority on behalf of the Fund, among other matters: (1) to purchase, sell, exchange, trade and otherwise deal in and with securities and other property of the Fund and to loan securities of the Fund; (2) to exercise all rights with respect to the Fund's interest in any person, firm, corporation, partnership or other entity, including, without limitation, voting interests of the Investment Funds (as defined in the Fund's prospectus (the "Prospectus")); (3) to enter into agreements with the Investment Funds irrevocably to forego the Fund's right to vote its interests or shares of the Investment Funds; (4) to enter into such other agreements with the Investment Funds that the Investment Adviser may determine to be necessary or appropriate in the interests of the Fund, as well as agreements that provide for, among other things, the indemnification by the Fund of the Investment Funds and the Investment Managers (as defined in the Prospectus) to substantially the same extent as provided to the Adviser hereunder, and to terminate such agreements; (5) to open, maintain and close accounts with brokers and dealers, to make all decisions relating to the manner, method and timing of securities and other investment transactions, to select and place orders with brokers, dealers or other financial intermediaries for the execution, clearance or settlement of any transactions on behalf of the Fund on such terms as the Adviser considers appropriate, and to grant limited discretionary authorization to such persons with respect to price, time and other terms of investment and trading transactions, subject to Paragraph 2(b); (6) to borrow from banks or other financial institutions and to pledge Fund assets as collateral therefor, to trade on margin, to exercise or refrain from exercising all rights regarding the Fund's investments, and to instruct custodians regarding the settlement of transactions, the disbursement of payments to the Fund's shareholders (the "Shareholders") with respect to repurchases of shares of beneficial interest ("Shares") in the Fund and the payment of Fund expenses, including those relating to the organization and registration of the Fund; (7) to call and conduct meetings of Shareholders at the Fund's principal office or elsewhere as it may determine and to assist the Board in calling and conducting meetings of the Board; (8) to engage and terminate such attorneys, accountants and other professional advisers and consultants as the Adviser may deem necessary or advisable in connection with the affairs of the Fund or as may be directed by the Board; (9) to engage and terminate the services of persons to assist the Adviser in providing, or to provide under the Adviser's control and supervision, advice and management to the Fund at the expense of the Adviser and to terminate such services; (10) as directed by the Board, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Fund or any assets of the Fund; (11) if directed by the Board, to arrange for the purchase of (A) one or more "key man" insurance policies on the life of any principal of a member of the Adviser, the benefits of which are payable to the Fund, or (B) any insurance covering the potential liabilities of the Fund or relating to the performance of the Board or the Adviser, or any of their principals, trustees, officers, members, employees and agents; (12) to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in such activities and transactions as are, in the opinion of the Adviser, necessary and appropriate for the conduct of the business of the Fund without the act, vote or approval of any other Shareholders or other person; (13) to supply the administrator and auditor of, and 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; (14) to perform any actions requested or permitted to be taken by the Fund, including, without limitation, acting under delegated authority from the Fund as to matters agreed upon under this Agreement or otherwise; and (15) to authorize any employee or other agent of the Adviser or any employee or other agent of the Fund to act for and on behalf of the Fund in all matters incidental to the foregoing. (b) Additionally, the Adviser agrees to provide certain administrative services to the Fund, including the provision of office space, telephone and utilities; the general supervision of the entities which are retained by the Fund to provide administrative services and custody services to the Fund; the handling of investor inquiries regarding the Fund and providing investors with information concerning their investment in the Fund and capital account balances; monitoring relations and communications between investors and the Fund; overseeing the drafting and updating of disclosure documents relating to the Fund and assisting in the distribution of all offering materials to investors; overseeing the distribution and acceptance of investor applications and confirming the receipt of such applications and funds; preparing materials and reports for use in connection with meetings of the Fund's trustees; preparing and filing any required tax or information returns; and reviewing and approving all regulatory filings required under applicable law. (c) The Adviser, in its discretion, may use brokers who provide the Fund with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Fund, and the Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Adviser's good faith determination that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser to the Fund and its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. Whenever the Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Fund recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (d) The Fund hereby authorizes the Adviser and any entity or person that is associated with the Adviser and which is a member of a national securities exchange to effect any transaction on such exchange that is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and Rule 11a2-2(T) thereunder for the account of the Fund, and the Fund hereby consents to the retention of compensation for such execution by the Adviser or any person or entity associated with the Adviser. (e) The Adviser shall for all purposes be an independent contractor of the Fund, and nothing in this Agreement shall be construed as making the Fund a partner or co-venturer with the Adviser or any of its affiliates or clients. The Adviser shall have no authority to act for, represent, bind or obligate the Fund except as specifically provided for in this Agreement.
Appears in 3 contracts
Samples: Investment Advisory Agreement (A&Q Multi-Strategy Fund), Investment Advisory Agreement (A&Q Masters Fund), Investment Advisory Agreement (A&Q Multi-Strategy Fund)
Duties as Investment Adviser. (a) Subject to the supervision of the Fund's Board of Trustees Directors (the "Board" and its members, the "Trustees"), the Adviser will have full discretion and authority (i) to manage the assets and liabilities of the Fund and (ii) to manage the day-to-day business and affairs of the Fund. In furtherance of and subject to the foregoing, the Adviser will have full power and authority on behalf of the Fund, among other matters:
(1) to purchase, sell, exchange, trade and otherwise deal in and with securities and other property of the Fund and to loan securities of the Fund;
(2) to do any and all acts and exercise all rights with respect to the Fund's interest in any person, firm, corporation, partnership or other entity, including, without limitation, voting interests of the Investment Funds (as defined in the Fund's prospectus Confidential Memorandum (the "ProspectusMemorandum"));
(3) to enter into agreements with the Investment Funds irrevocably to forego the Fund's right to vote its interests or shares of the Investment Funds;
(4) to enter into such other agreements with the Investment Funds that the Investment Adviser may determine to be necessary or appropriate in the interests of the Fund, as well as agreements that provide for, among other things, the indemnification by the Fund of the Investment Funds and the Investment Managers (as defined in the ProspectusMemorandum) to substantially the same or different extent as provided to for in respect of the Adviser hereunderAdviser, and to terminate such agreements;
(5) to open, maintain and close accounts with brokers and dealers, to make all decisions relating to the manner, method and timing of securities and other investment transactions, to select and place orders with brokers, dealers or other financial intermediaries for the execution, clearance or settlement of any transactions on behalf of the Fund on such terms as the Adviser considers appropriate, and to grant limited discretionary authorization to such persons with respect to price, time and other terms of investment and trading transactions, subject to Paragraph 2(b);
(6) to borrow from banks or other financial institutions and to pledge Fund assets as collateral therefor, to trade on margin, to exercise or refrain from exercising all rights regarding the Fund's investments, and to instruct custodians regarding the settlement of transactions, the disbursement of payments to the Fund's shareholders investors (the "ShareholdersMembers") with respect to repurchases of shares of beneficial interest ("Shares") interests in the Fund ("Interests") and the payment of Fund expenses, including those relating to the organization and registration of the Fund;
(7) to call and conduct meetings of Shareholders Members at the Fund's principal office or elsewhere as it may determine and to assist the Board in calling and conducting meetings of the Board;
(8) to engage and terminate such attorneys, accountants and other professional advisers and consultants as the Adviser may deem necessary or advisable in connection with the affairs of the Fund or as may be directed by the Board;
(9) to engage and terminate the services of persons other than the Subadvisers (the engagement of which shall be subject to Paragraph 2(a)(13)) to assist the Adviser in providing, or to provide under the Adviser's control and supervision, advice and management to the Fund at the expense of the Adviser and to terminate such services;
(10) as directed by the Board, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Fund or any assets of the Fund;
(11) if directed by the Board, to arrange for the purchase of (A) one or more "key man" insurance policies on the life of any principal of a member of the Adviser, the benefits of which are payable to the Fund, or (B) any insurance covering the potential liabilities of the Fund or relating to the performance of the Board or the Adviser, or any of their principals, trusteesdirectors, officers, members, employees and agents;
(12) to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in such activities and transactions as are, in the opinion of the Adviser, necessary and appropriate for the conduct of the business of the Fund without the act, vote or approval of any other Shareholders Members or other person;; and
(13) (A) to supply direct the administrator formulation of investment policies and auditor ofstrategies for the Fund using a multi-asset and multi-manager strategy whereby some or all of the Fund's assets may be committed from time to time by the Adviser to the discretionary management of one or more Subadvisers, the selection of which shall be subject to the approval of a majority (as defined in the 0000 Xxx) of the Fund's outstanding voting securities, unless the Fund receives an exemption from the provisions of the 1940 Act requiring such approval, (B) to enter into agreements with the Subadvisers that provide for, among other things, the indemnification by the Fund of the Subadvisers to the same or different extent as provided for in respect of the Adviser, and other service providers toto terminate such agreements, 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;
(14) to perform any actions requested or permitted to be taken by the Fund, including, without limitation, acting under delegated authority from the Fund as to matters agreed upon under this Agreement or otherwise; and
(15C) to authorize the payment of fees and allocations of profits to Subadvisers pursuant to their respective governing documents and any employee rebates or other agent reductions of such fees or allocations which shall be for the Adviser or any employee or other agent benefit of the Fund and (D) to act for identify appropriate Subadvisers, assess the most appropriate investment vehicles (general or limited partnerships, limited liability companies, separate managed accounts or other investment vehicles (pooled or otherwise)) that invest or trade in securities, and on behalf determine the assets to be committed to each Subadviser and invested through the Subadviser, which investments shall be subject in each case to the terms and conditions of the Fund in all matters incidental to respective governing documents used by the foregoingSubadviser.
(b) Additionally, the Adviser agrees to provide certain administrative services to the Fund, including the provision of office space, telephone and utilities; the general supervision of the entities which are retained by the Fund to provide administrative services and custody services to the Fund; the handling of investor inquiries regarding the Fund and providing investors with information concerning their investment in the Fund and capital account balances; monitoring relations and communications between investors and the Fund; overseeing the drafting and updating of disclosure documents relating to the Fund and assisting in the distribution of all offering materials to investors; overseeing the distribution and acceptance of investor applications and confirming the receipt of such applications and funds; preparing materials and reports for use in connection with meetings of the Fund's trustees; preparing and filing any required tax or information returns; and reviewing and approving all regulatory filings required under applicable law.
(c) The Adviser, in its discretion, may use brokers who provide the Fund with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Fund, and the Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Adviser's good faith determination that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser to the Fund and its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. Whenever the Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Fund recognizes that in some cases this procedure may adversely affect the results obtained for the Fund.
(dc) The Fund hereby authorizes the Adviser and any entity or person that is associated with the Adviser and which is a member of a national securities exchange to effect any transaction on such exchange that for the account of the Fund, which transaction is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and Rule 11a2-2(T) thereunder for the account of the Fundthereunder, and the Fund hereby consents to the retention of compensation for such execution by the Adviser or any person or entity associated with the Adviser.
(e) The Adviser shall for all purposes be an independent contractor of the Fund, and nothing in this Agreement shall be construed as making the Fund a partner or co-venturer with the Adviser or any of its affiliates or clients. The Adviser shall have no authority to act for, represent, bind or obligate the Fund except as specifically provided for in this Agreement.
Appears in 2 contracts
Samples: Investment Advisory Agreement (Ubs Pw Equity Opportunity Fund Ii LLC), Investment Advisory Agreement (Ubs Pw Event & Equity Fund LLC)
Duties as Investment Adviser. (a) Subject to the supervision of the Fund's Board of Trustees Directors (the "Board" and its members, the "Trustees"), the Adviser will have full discretion and authority (i) to manage the assets and liabilities of the Fund and (ii) to manage the day-to-day business and affairs of the Fund. The Adviser acknowledges that the Fund currently intends to seek to achieve its investment objectives by investing and reinvesting its assets primarily in CPG Carlyle Commitments Master Fund, LLC (the "Master Fund"). In furtherance of and subject to the foregoing, the Adviser will have full power and authority on behalf of the Fund, among other matters:
(1) to purchase, sell, exchange, trade and otherwise deal in and with securities and other property of the Fund and to loan securities of the Fund;
(2) to do any and all acts and exercise all rights with respect to the Fund's interest in any person, firm, corporation, partnership or other entity, including, without limitation, voting interests of the Investment Funds (as defined in the Fund's prospectus (the "Prospectus"));
(3) to enter into agreements with the Investment Funds irrevocably to forego the Fund's right to vote its interests or shares of the Investment Funds;
(4) to enter into such other agreements with the Investment Funds that the Investment Adviser may determine to be necessary or appropriate in the interests of the Fund, as well as agreements that provide for, among other things, the indemnification by the Fund of the Investment Funds and the Investment Managers (as defined in the Prospectus) to substantially the same extent as provided to the Adviser hereunder, and to terminate such agreements;
(5) to open, maintain and close accounts with brokers and dealers, to make all decisions relating to the manner, method and timing of securities and other investment transactions, to select and place orders with brokers, dealers or other financial intermediaries for the execution, clearance or settlement of any transactions on behalf of the Fund on such terms as the Adviser considers appropriate, and to grant limited discretionary authorization to such persons with respect to price, time and other terms of investment and trading transactions, subject to Paragraph 2(b);
(64) to borrow from banks or other financial institutions and to pledge Fund assets as collateral therefor, to trade on margin, to exercise or refrain from exercising all rights regarding the Fund's investments, and to instruct custodians regarding the settlement of transactions, the disbursement of payments to the Fund's shareholders investors (the "ShareholdersInvestors") with respect to repurchases of shares units of beneficial interest ("Shares") in the Fund ("Units"), and the payment of Fund expenses, including those relating to the organization and registration of the Fund;
(75) to call and conduct meetings of Shareholders Investors at the Fund's principal office or elsewhere as it may determine and to assist the Board in calling and conducting meetings of the Board;
(8) 6) to engage and terminate such attorneys, accountants and other professional advisers and consultants as the Adviser may deem necessary or advisable in connection with the affairs of the Fund or as may be directed by the Board;
(97) to engage and terminate the services of persons to assist the Adviser in providing, or to provide under the Adviser's control and supervision, advice and management with respect to the Fund at the expense of the Adviser and to terminate such servicesAdviser;
(10) 8) as directed by the Board, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Fund or any assets of the Fund;
(119) if directed by the Board, to arrange for the purchase of (A) one or more "key man" insurance policies on the life of any principal of a member of the Adviser, the benefits of which are payable to the Fund, or (B) any insurance covering the potential liabilities of the Fund or relating to the performance of the Board or the Adviser, or any of their respective principals, trustees, officers, members, employees and agents;; and
(1210) to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in such activities and transactions as are, in the opinion of the Adviser, necessary and appropriate for the conduct of the business of the Fund without the act, vote or approval of any other Shareholders Investors or other person;
(13) to supply the administrator and auditor of, and 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;
(14) to perform any actions requested or permitted to be taken by the Fund, including, without limitation, acting under delegated authority from the Fund as to matters agreed upon under this Agreement or otherwise; and
(15) to authorize any employee or other agent of the Adviser or any employee or other agent of the Fund to act for and on behalf of the Fund in all matters incidental to the foregoing.
(b) Additionally, the Adviser agrees to provide certain administrative services to the Fund, including the provision of office space, telephone and utilities; the general supervision of the entities which are retained by the Fund to provide administrative services and custody services to the Fund; the handling of investor inquiries regarding the Fund and providing investors with information concerning their investment in the Fund and capital account balances; monitoring relations and communications between investors and the Fund; overseeing the drafting and updating of disclosure documents relating to the Fund and assisting in the distribution of all offering materials to investors; overseeing the distribution and acceptance of investor applications and confirming the receipt of such applications and funds; preparing materials and reports for use in connection with meetings of the Fund's trustees; preparing and filing any required tax or information returns; and reviewing and approving all regulatory filings required under applicable law.
(c) The Adviser, in its discretion, and to the extent permitted by applicable law, may use brokers who that provide the Fund with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Fund, and the Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Adviser's good faith determination that such commission is reasonable in terms of either of the particular transaction or of the overall responsibility of the Adviser to the Fund and its other clients clients, and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. Whenever Should the Adviser simultaneously places place orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Fund recognizes that in some cases this procedure may adversely affect the results obtained for the Fund.
(dc) The Fund hereby authorizes the Adviser and any entity or person that is associated with the Adviser and which or selected by the Adviser that is a member of a national securities exchange to effect any transaction on such exchange that for the account of the Fund, which transaction is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and Rule 11a2-2(T) thereunder for the account of the Fundthereunder, and the Fund hereby consents to the retention of compensation for such execution by the Adviser or any person or entity associated with the Adviser.
(ed) The Adviser agrees to provide certain management and administrative services to the Fund. These services shall include:
(1) the provision of administrative and secretarial, clerical and other personnel as necessary to provide the services required to be provided under this Agreement;
(2) the general supervision of the entities which are retained by the Fund to provide administrative services and custody services to the Fund;
(3) the handling of Investor inquiries regarding the Fund and providing Investors with information concerning their investment in the Fund;
(4) monitoring relations and communications between Investors and the Fund;
(5) overseeing the drafting or updating of disclosure documents relating to the Fund and assisting in the provision of all offering materials to Investors;
(6) maintaining and updating Investor information, such as change of address and employment;
(7) overseeing the distribution and acceptance of Investor Applications (as defined in the Fund's confidential offering memorandum (the "Memorandum")) and confirming the receipt of such applications and funds;
(8) issuing instruments certifying Investor ownership of Units in the Fund;
(9) coordinating and organizing meetings of the Board;
(10) preparing materials and reports for use in connection with meetings of the Board;
(11) preparing and filing any required tax or information returns; and
(12) reviewing and approving all purposes be an independent contractor regulatory filings required under applicable law. Notwithstanding the appointment of the Adviser to provide services hereunder, the Board shall remain responsible for supervising the management, business and affairs of the Fund, and nothing in this Agreement shall be construed as making the Fund a partner or co-venturer with the Adviser or any of its affiliates or clients. The Adviser shall have no authority to act for, represent, bind or obligate the Fund except as specifically provided for in this Agreement.
Appears in 2 contracts
Samples: Investment Advisory Agreement (CPG Carlyle Commitments Fund, LLC), Investment Advisory Agreement (CPG Carlyle Commitments Fund, LLC)
Duties as Investment Adviser. (a) Subject to the supervision of the Fund's Board of Trustees Directors (the "Board" and its members, the "Trustees"), the Adviser will have full discretion and authority (i) to manage the assets and liabilities of the Fund and (ii) to manage the day-to-day business and affairs of the Fund. In furtherance of and subject to the foregoing, the Adviser will have full power and authority on behalf of the Fund, among other matters:
(1) to purchase, sell, exchange, trade and otherwise deal in and with securities and other property of the Fund and to loan securities of the Fund;
(2) to do any and all acts and exercise all rights with respect to the Fund's interest in any person, firm, corporation, partnership or other entity, including, without limitation, voting interests of the Investment Funds (as defined in the Fund's prospectus Confidential Memorandum (the "ProspectusMemorandum"));
(3) to enter into agreements with the Investment Funds irrevocably to forego the Fund's right to vote its interests or shares of the Investment Funds;
(4) to enter into such other agreements with the Investment Funds that the Investment Adviser may determine to be necessary or appropriate in the interests of the Fund, as well as agreements that provide for, among other things, the indemnification by the Fund of the Investment Funds and the Investment Managers (as defined in the ProspectusMemorandum) to substantially the same or different extent as provided to for in respect of the Adviser hereunderAdviser, and to terminate such agreements;
(5) to open, maintain and close accounts with brokers and dealers, to make all decisions relating to the manner, method and timing of securities and other investment transactions, to select and place orders with brokers, dealers or other financial intermediaries for the execution, clearance or settlement of any transactions on behalf of the Fund on such terms as the Adviser considers appropriate, and to grant limited discretionary authorization to such persons with respect to price, time and other terms of investment and trading transactions, subject to Paragraph 2(b);
(6) to borrow from banks or other financial institutions and to pledge Fund assets as collateral therefor, to trade on margin, to exercise or refrain from exercising all rights regarding the Fund's investments, and to instruct custodians regarding the settlement of transactions, the disbursement of payments to the Fund's shareholders investors (the "ShareholdersMembers") with respect to repurchases of shares of beneficial interest ("Shares") interests in the Fund ("Interests") and the payment of Fund expenses, including those relating to the organization and registration of the Fund;
(7) to call and conduct meetings of Shareholders Members at the Fund's principal office or elsewhere as it may determine and to assist the Board in calling and conducting meetings of the Board;
(8) to engage and terminate such attorneys, accountants and other professional advisers and consultants as the Adviser may deem necessary or advisable in connection with the affairs of the Fund or as may be directed by the Board;
(9) to engage and terminate the services of persons other than the Subadvisers (the engagement of which shall be subject to Paragraph 2(a)(13)) to assist the Adviser in providing, or to provide under the Adviser's control and supervision, advice and management to the Fund at the expense of the Adviser and to terminate such services;
(10) as directed by the Board, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Fund or any assets of the Fund;
(11) if directed by the Board, to arrange for the purchase of (A) one or more "key man" insurance policies on the life of any principal of a member of the Adviser, the benefits of which are payable to the Fund, or (B) any insurance covering the potential liabilities of the Fund or relating to the performance of the Board or the Adviser, or any of their principals, trusteesdirectors, officers, members, employees and agents;
(12) to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in such activities and transactions as are, in the opinion of the Adviser, necessary and appropriate for the conduct of the business of the Fund without the act, vote or approval of any other Shareholders Members or other person;; and
(13) (A) to supply direct the administrator formulation of investment policies and auditor ofstrategies for the Fund using a multi-asset and multi-manager strategy whereby some or all of the Fund's assets may be committed from time to time by the Adviser to the discretionary management of one or more Subadvisers (as defined in the Memorandum), the selection of which shall be subject to the approval of a majority (as defined in the 0000 Xxx) of the Fund's outstanding voting securities, unless the Fund receives an exemption from the provisions of the 1940 Act requiring such approval, (B) to enter into agreements with the Subadvisers that provide for, among other things, the indemnification by the Fund of the Subadvisers to the same or different extent as provided for in respect of the Adviser, and other service providers toto terminate such agreements, 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;
(14) to perform any actions requested or permitted to be taken by the Fund, including, without limitation, acting under delegated authority from the Fund as to matters agreed upon under this Agreement or otherwise; and
(15C) to authorize the payment of fees and allocations of profits to Subadvisers pursuant to their respective governing documents and any employee rebates or other agent reductions of such fees or allocations which shall be for the Adviser or any employee or other agent benefit of the Fund and (D) to act for identify appropriate Subadvisers, assess the most appropriate investment vehicles (general or limited partnerships, limited liability companies, separate managed accounts or other investment vehicles (pooled or otherwise)) that invest or trade in securities, and on behalf determine the assets to be committed to each Subadviser and invested through the Subadviser, which investments shall be subject in each case to the terms and conditions of the Fund in all matters incidental to respective governing documents used by the foregoingSubadviser.
(b) Additionally, the Adviser agrees to provide certain administrative services to the Fund, including the provision of office space, telephone and utilities; the general supervision of the entities which are retained by the Fund to provide administrative services and custody services to the Fund; the handling of investor inquiries regarding the Fund and providing investors with information concerning their investment in the Fund and capital account balances; monitoring relations and communications between investors and the Fund; overseeing the drafting and updating of disclosure documents relating to the Fund and assisting in the distribution of all offering materials to investors; overseeing the distribution and acceptance of investor applications and confirming the receipt of such applications and funds; preparing materials and reports for use in connection with meetings of the Fund's trustees; preparing and filing any required tax or information returns; and reviewing and approving all regulatory filings required under applicable law.
(c) The Adviser, in its discretion, may use brokers who provide the Fund with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Fund, and the Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Adviser's good faith determination that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser to the Fund and its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. Whenever the Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Fund recognizes that in some cases this procedure may adversely affect the results obtained for the Fund.
(dc) The Fund hereby authorizes the Adviser and any entity or person that is associated with the Adviser and which is a member of a national securities exchange to effect any transaction on such exchange that for the account of the Fund, which transaction is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and Rule 11a2-2(T) thereunder for the account of the Fundthereunder, and the Fund hereby consents to the retention of compensation for such execution by the Adviser or any person or entity associated with the Adviser.
(e) The Adviser shall for all purposes be an independent contractor of the Fund, and nothing in this Agreement shall be construed as making the Fund a partner or co-venturer with the Adviser or any of its affiliates or clients. The Adviser shall have no authority to act for, represent, bind or obligate the Fund except as specifically provided for in this Agreement.
Appears in 2 contracts
Samples: Investment Advisory Agreement (HSBC Absolute Return Portolio LLC), Investment Advisory Agreement (Ubs Pw Technology Partners LLC)
Duties as Investment Adviser. (a) Subject to the supervision of the Fund's Board of Trustees Directors (the "Board" and its members, the "Trustees"), the Adviser will have full discretion and authority (i) to manage the assets and liabilities of the Fund and (ii) to manage the day-to-day business and affairs of the Fund. In furtherance of and subject to the foregoing, the Adviser will have full power and authority on behalf of the Fund, among other matters:
(1) to purchase, sell, exchange, trade and otherwise deal in and with securities and other property of the Fund and to loan securities of the Fund;
(2) to do any and all acts and exercise all rights with respect to the Fund's interest in any person, firm, corporation, partnership or other entity, including, without limitation, voting interests of the Investment Funds (as defined in the Fund's prospectus Confidential Memorandum (the "ProspectusMemorandum"));
(3) to enter into agreements with the Investment Funds irrevocably to forego the Fund's right to vote its interests or shares of the Investment Funds;
(4) to enter into such other agreements with the Investment Funds that the Investment Adviser may determine to be necessary or appropriate in the interests of the Fund, as well as agreements that provide for, among other things, the indemnification by the Fund of the Investment Funds and the Investment Managers (as defined in the ProspectusMemorandum) to substantially the same or different extent as provided to for in respect of the Adviser hereunderAdviser, and to terminate such agreements;
(5) to open, maintain and close accounts with brokers and dealers, to make all decisions relating to the manner, method and timing of securities and other investment transactions, to select and place orders with brokers, dealers or other financial intermediaries for the execution, clearance or settlement of any transactions on behalf of the Fund on such terms as the Adviser considers appropriate, and to grant limited discretionary authorization to such persons with respect to price, time and other terms of investment and trading transactions, subject to Paragraph 2(b);
(6) to borrow from banks or other financial institutions and to pledge Fund assets as collateral therefor, to trade on margin, to exercise or refrain from exercising all rights regarding the Fund's investments, and to instruct custodians regarding the settlement of transactions, the disbursement of payments to the Fund's shareholders investors (the "ShareholdersMembers") with respect to repurchases of shares of beneficial interest ("Shares") interests in the Fund ("Interests") and the payment of Fund expenses, including those relating to the organization and registration of the Fund;
(7) to call and conduct meetings issue to any Member an instrument certifying that the Member is the owner of Shareholders at the Fund's principal office or elsewhere as it may determine and to assist the Board in calling and conducting meetings of the Boardan Interest;
(8) to engage and terminate such attorneys, accountants and other professional advisers and consultants as the Adviser may deem necessary or advisable in connection with the affairs of the Fund or as may be directed by the Board;
(9) to engage and terminate the services of persons other than the Subadvisers (the engagement of which shall be subject to Paragraph 2(a)(14)) to assist the Adviser in providing, or to provide under the AdviserAdviser 's control and supervision, advice and management to the Fund at the expense of the Adviser and to terminate such services;
(10) to assist in the preparation and filing of any required tax or information returns to be made by the Fund;
(11) as directed by the Board, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Fund or any assets of the Fund;
(1112) if directed by the Board, to arrange for the purchase of (A) one or more "key man" insurance policies on the life of any principal of a member of the Adviser, the benefits of which are payable to the Fund, or (B) any insurance covering the potential liabilities of the Fund or relating to the performance of the Board or the Adviser, or any of their its principals, trusteesdirectors, officers, members, employees and agents;
(1213) to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in such activities and transactions as are, in the opinion of the Adviser, are necessary and appropriate for the conduct of the business of the Fund without the act, vote or approval of any other Shareholders or other personFund;
(13A) to supply direct the administrator formulation of investment policies and auditor ofstrategies for the Fund using a multi-asset and multiple fund strategy whereby some or all of the Fund's assets may be committed from time to time by the Adviser to the discretionary management of one or more Subadvisers, the selection of which shall be subject to the approval of a majority (as defined in the 1940 Act) of the Fund's outstanding voting securities, unless the Fund xxceives an exemption from the provisions of the 1940 Act requiring such approval, (B) to enter into agreements with the Subadvisers that provide for, among other things, the indemnification by the Fund of the Subadvisers to the same or different extent as provided for in respect of the Adviser, and other service providers toto terminate such agreements, (C) to authorize the payment of fees and allocations of profits to Subadvisers pursuant to their respective governing documents and any rebates or reductions of such fees or allocations which shall be for the benefit of 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;
(14D) to perform any actions requested identify appropriate Subadvisers, assess the most appropriate investment vehicles (general or permitted limited partnerships, separate managed accounts or other investment vehicles (pooled or otherwise) that invest or trade in securities, and determine the assets to be taken committed to each Subadviser and invested through the Subadviser, which investments shall be subject in each case to the terms and conditions of the respective governing documents used by the Fund, including, without limitation, acting under delegated authority from the Fund as to matters agreed upon under this Agreement or otherwise; andSubadviser;
(15) to authorize oversee the maintenance of all books and records with respect to the Fund's securities transactions, and furnish the Board with such periodic and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Fund are the property of the Fund, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any employee or other agent records which it maintains for the Fund and which are required to be maintained by Rule 31a-l under the 1940 Act and further agrees to surrender promptly to the Fund any records which it maintains for the Fund upon request by the Fund;
(16) to oversee the computation of the Fund's net asset value and net income; and
(17) to effect any transaction on a national securities exchange for the Fund's account, which transaction is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder, and the Fund hereby consents to the retention of compensation by the Adviser or any employee person or other agent of entity associated with the Fund to act Adviser for and on behalf of the Fund in all matters incidental to the foregoingtransaction.
(b) AdditionallyThe Adviser agrees that when placing orders directly with brokers, it will attempt to obtain the best net result in terms of price and execution; provided that, the Adviser agrees to provide certain administrative services to the Fund, including the provision of office space, telephone and utilities; the general supervision of the entities which are retained by the Fund to provide administrative services and custody services to the Fund; the handling of investor inquiries regarding the Fund and providing investors with information concerning their investment in the Fund and capital account balances; monitoring relations and communications between investors and the Fund; overseeing the drafting and updating of disclosure documents relating to the Fund and assisting in the distribution of all offering materials to investors; overseeing the distribution and acceptance of investor applications and confirming the receipt of such applications and funds; preparing materials and reports for use in connection with meetings of the Fund's trustees; preparing and filing any required tax or information returns; and reviewing and approving all regulatory filings required under applicable law.
(c) The Adviser, in its discretion, may use brokers who that provide the Fund with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Fund, and the Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Adviser's good faith determination that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser to the Fund and its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Adviser, or any affiliated person thereof, except in accordance with the Federal securities laws and the rules and regulations thereunder, or any applicable exemptive orders. Whenever the Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Fund recognizes that in some cases this procedure may adversely affect the results obtained for the Fund.
(d) The Fund hereby authorizes the Adviser and any entity or person that is associated with the Adviser and which is a member of a national securities exchange to effect any transaction on such exchange that is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and Rule 11a2-2(T) thereunder for the account of the Fund, and the Fund hereby consents to the retention of compensation for such execution by the Adviser or any person or entity associated with the Adviser.
(e) The Adviser shall for all purposes be an independent contractor of the Fund, and nothing in this Agreement shall be construed as making the Fund a partner or co-venturer with the Adviser or any of its affiliates or clients. The Adviser shall have no authority to act for, represent, bind or obligate the Fund except as specifically provided for in this Agreement.
Appears in 2 contracts
Samples: Investment Advisory Agreement (Morgan J P Hedge Fund Series/Core LLC), Investment Advisory Agreement (Morgan J P Hedge Fund Series/Alpha LLC)
Duties as Investment Adviser. (a) Subject to the supervision of the Fund's Board of Trustees (the "Board" and its members, the "Trustees"), the Adviser Manager will have full discretion and authority (i) to manage the assets and liabilities of the Fund and (ii) to manage the day-to-day business and affairs of the Fund. In furtherance of and subject to the foregoing, the Adviser Manager will have full power and authority on behalf of the Fund, among other matters:
(1) to purchase, sell, exchange, trade and otherwise deal in and with securities and other property of the Fund and to loan securities of the Fund;
(2) to do any and all acts and exercise all rights with respect to the Fund's interest in any person, firm, corporation, partnership or other entity, including, without limitation, voting interests of the Investment Funds (as defined in the Fund's prospectus (the "Prospectus"));
(3) to enter into agreements with the Investment Funds irrevocably to forego the Fund's right to vote its interests or shares of the Investment Funds;
(4) to enter into such other agreements with the Investment Funds that the Investment Adviser may determine to be necessary or appropriate in the interests of the Fund, as well as agreements that provide for, among other things, the indemnification by the Fund of the Investment Funds and the Investment Managers (as defined in the Prospectus) to substantially the same or different extent as provided to for in respect of the Adviser hereunderManager, and to terminate such agreements;
(5) to open, maintain and close accounts with brokers and dealers, to make all decisions relating to the manner, method and timing of securities and other investment transactions, to select and place orders with brokers, dealers or other financial intermediaries for the execution, clearance or settlement of any transactions on behalf of the Fund on such terms as the Adviser Manager considers appropriate, and to grant limited discretionary authorization to such persons with respect to price, time and other terms of investment and trading transactions, subject to Paragraph 2(b);
(6) to borrow from banks or other financial institutions and to pledge Fund assets as collateral therefor, to trade on margin, to exercise or refrain from exercising all rights regarding the Fund's investments, and to instruct custodians regarding the settlement of transactions, the disbursement of payments to the Fund's shareholders investors (the "ShareholdersMembers") with respect to repurchases of shares of beneficial interest ("Shares") interests in the Fund ("Interests") and the payment of Fund expenses, including those relating to the organization and registration of the Fund;
(7) to call and conduct meetings of Shareholders Members at the Fund's principal office or elsewhere as it may determine and to assist the Board in calling and conducting meetings of the Board;
(8) to engage and terminate such attorneys, accountants and other professional advisers and consultants as the Adviser Manager may deem necessary or advisable in connection with the affairs of the Fund or as may be directed by the Board;
(9) to engage and terminate the services of persons to assist the Adviser Manager in providing, or to provide under the AdviserManager's control and supervision, advice and management to the Fund at the expense of the Adviser Manager and to terminate such services;
(10) as directed by the Board, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Fund or any assets of the Fund;
(11) if directed by the Board, to arrange for the purchase of (A) one or more "key man" insurance policies on the life of any principal of a member of the AdviserManager, the benefits of which are payable to the Fund, or (B) any insurance covering the potential liabilities of the Fund or relating to the performance of the Board or the AdviserManager, or any of their principals, trusteesdirectors, officers, members, employees and agents;; and
(12) to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in such activities and transactions as are, in the opinion of the AdviserManager, necessary and appropriate for the conduct of the business of the Fund without the act, vote or approval of any other Shareholders Members or other person;
(13) to supply the administrator and auditor of, and 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;
(14) to perform any actions requested or permitted to be taken by the Fund, including, without limitation, acting under delegated authority from the Fund as to matters agreed upon under this Agreement or otherwise; and
(15) to authorize any employee or other agent of the Adviser or any employee or other agent of the Fund to act for and on behalf of the Fund in all matters incidental to the foregoing.
(b) Additionally, the Adviser agrees to provide certain administrative services to the Fund, including the provision of office space, telephone and utilities; the general supervision of the entities which are retained by the Fund to provide administrative services and custody services to the Fund; the handling of investor inquiries regarding the Fund and providing investors with information concerning their investment in the Fund and capital account balances; monitoring relations and communications between investors and the Fund; overseeing the drafting and updating of disclosure documents relating to the Fund and assisting in the distribution of all offering materials to investors; overseeing the distribution and acceptance of investor applications and confirming the receipt of such applications and funds; preparing materials and reports for use in connection with meetings of the Fund's trustees; preparing and filing any required tax or information returns; and reviewing and approving all regulatory filings required under applicable law.
(c) The AdviserManager, in its discretion, may use brokers who provide the Fund with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Fund, and the Adviser Manager may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the AdviserManager's good faith determination that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser Manager to the Fund and its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. Whenever the Adviser Manager simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the AdviserManager, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Fund recognizes that in some cases this procedure may adversely affect the results obtained for the Fund.
(dc) The Fund hereby authorizes the Adviser Manager and any entity or person that is associated with the Adviser and Manager which is a member of a national securities exchange to effect any transaction on such exchange that for the account of the Fund, which transaction is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and Rule 11a2-2(T) thereunder for the account of the Fundthereunder, and the Fund hereby consents to the retention of compensation for such execution by the Adviser Manager or any person or entity associated with the AdviserManager.
(e) The Adviser shall for all purposes be an independent contractor of the Fund, and nothing in this Agreement shall be construed as making the Fund a partner or co-venturer with the Adviser or any of its affiliates or clients. The Adviser shall have no authority to act for, represent, bind or obligate the Fund except as specifically provided for in this Agreement.
Appears in 2 contracts
Samples: Investment Management Agreement (A&Q Long/Short Strategies Fund LLC), Investment Management Agreement (A&Q Long/Short Strategies Fund LLC)
Duties as Investment Adviser. (a) Subject to the supervision of the Fund's Board of Trustees Directors (the "Board" and its members, the "Trustees"), the Adviser will have full discretion and authority (i) to manage the assets and liabilities of the Fund and (ii) to manage the day-to-day business and affairs of the Fund. In furtherance of and subject to the foregoing, the Adviser will have full power and authority on behalf of the Fund, among other matters:
(1) to purchase, sellsell (including selling short), exchange, trade and otherwise deal in and with securities and other property of the Fund and to loan securities of the Fund;
(2) to do any and all acts and exercise all rights with respect to the Fund's interest in any person, firm, corporation, partnership or other entity, includingand to delegate, without limitationin compliance with applicable law, voting interests to one or more investment sub-advisers any of the Investment Funds (as defined duties enumerated in this Agreement, including the provision of certain investment advisory and portfolio management services and/or management of the Fund's prospectus (assets or a portion thereof; provided, that in each case, the "Prospectus"))Adviser will continue to oversee the services provided by such sub-adviser and its employees and any such delegation will not relieve the Adviser of any of its obligations under this Agreement;
(3) to enter into agreements with the Investment Funds to irrevocably to forego the Fund's right to vote its interests or shares of the Investment FundsFund's investments;
(4) to enter into such other agreements with the Investment Funds that the Investment Adviser may determine to be necessary or appropriate in the interests of the Fund, as well as agreements that provide for, among other things, the indemnification by the Fund of the Investment Funds and companies in which the Investment Managers (as defined in the Prospectus) Fund invests to substantially the same or different extent as provided to for in respect of the Adviser hereunderAdviser, and to terminate such agreements;
(5) to open, maintain and close accounts with brokers and dealers, to make all decisions relating to the manner, method and timing of securities and other investment transactions, to select and place orders with brokers, dealers or other financial intermediaries for the execution, clearance or settlement of any transactions on behalf of the Fund on such terms as the Adviser considers appropriate, and to grant limited discretionary authorization to such persons with respect to price, time and other terms of investment and trading transactions, subject to Paragraph 2(b);
(6) to borrow from banks or other financial institutions (including for investment purposes) and to pledge Fund assets as collateral therefor, to trade on margin, to exercise or refrain from exercising all rights regarding the Fund's investments, and to instruct custodians regarding the settlement of transactions, the disbursement of distributions and the disbursement of other payments to the Fund's shareholders investors (the "ShareholdersInvestors") ), including, but not limited to, in connection with respect to repurchases of shares units of beneficial interest ("Shares") limited liability company interests in the Fund ("Units"), and the payment of Fund expenses, including those relating to the organization and registration of the Fund;
(7) to call and conduct meetings of Shareholders Investors at the Fund's principal office or elsewhere as it may determine and to assist the Board in calling and conducting meetings of the Board;
(8) to engage and terminate such attorneys, accountants and other professional advisers and consultants as the Adviser may deem necessary or advisable in connection with the affairs of the Fund or as may be directed by the Board;
(9) to engage and terminate the services of persons to assist the Adviser in providing, or to provide under the Adviser's control and supervision, advice and management with respect to the Fund at the expense of the Adviser and (except as set forth in any sub-advisory agreement related to terminate such servicesthe Fund or otherwise agreed to by the Board);
(10) as directed by the Board, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Fund or any assets of the Fund;
(11) if directed by the Board, to arrange for the purchase of (A) one or more "key man" insurance policies on the life of any principal of a member of the Adviser, the benefits of which are payable to the Fund, or (B) any insurance covering the potential liabilities of the Fund or relating to the performance of the Board or the Adviser, or any of their respective principals, trustees, officers, members, employees and agents;; and
(12) to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in such activities and transactions as are, in the opinion of the Adviser, necessary and appropriate for the conduct of the business of the Fund without the act, vote or approval of any other Shareholders Investors or other person;
(13) to supply the administrator and auditor of, and 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;
(14) to perform any actions requested or permitted to be taken by the Fund, including, without limitation, acting under delegated authority from the Fund as to matters agreed upon under this Agreement or otherwise; and
(15) to authorize any employee or other agent of the Adviser or any employee or other agent of the Fund to act for and on behalf of the Fund in all matters incidental to the foregoing.
(b) Additionally, the Adviser agrees to provide certain administrative services to the Fund, including the provision of office space, telephone and utilities; the general supervision of the entities which are retained by the Fund to provide administrative services and custody services to the Fund; the handling of investor inquiries regarding the Fund and providing investors with information concerning their investment in the Fund and capital account balances; monitoring relations and communications between investors and the Fund; overseeing the drafting and updating of disclosure documents relating to the Fund and assisting in the distribution of all offering materials to investors; overseeing the distribution and acceptance of investor applications and confirming the receipt of such applications and funds; preparing materials and reports for use in connection with meetings of the Fund's trustees; preparing and filing any required tax or information returns; and reviewing and approving all regulatory filings required under applicable law.
(c) The Adviser, in its discretion, and to the extent permitted by applicable law, may use brokers who that provide the Fund with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Fund, and the Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Adviser's good faith determination that such commission is reasonable in terms of either of the particular transaction or of the overall responsibility of the Adviser to the Fund and its other clients clients, and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. Whenever Should the Adviser simultaneously places place orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Fund recognizes that in some cases this procedure may adversely affect the results obtained for the Fund.
(d) The Fund hereby authorizes . To the extent that the Adviser delegates to one or more investment sub-advisers the provision of certain investment advisory and any entity or person that is associated with the Adviser and which is a member of a national securities exchange to effect any transaction on such exchange that is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and Rule 11a2-2(T) thereunder for the account portfolio management services and/or management of the Fund's assets or a portion thereof as provided for in Section 2(a)(2) hereof, and the Fund hereby consents to the retention of compensation for such execution by the Adviser or any person or entity associated with does not anticipate using the Adviser.
(e) The Adviser shall for all purposes be an independent contractor of the Fund, and nothing in this Agreement shall be construed as making the Fund a partner or co-venturer with the Adviser or any of its affiliates or clients. The Adviser shall have no authority to act for, represent, bind or obligate the Fund except as specifically discretion provided for in this Section 2(b).
(c) The Adviser agrees to provide certain management and administrative services to the Fund. These services shall include:
(1) provision of administrative and secretarial, clerical and other personnel as necessary to provide the services required to be provided under this Agreement;
(2) general supervision of the entities which are retained by the Fund to provide administration, accounting, transfer agency, custody, escrow, audit and other services to the Fund;
(3) handling Investor inquiries regarding the Fund and providing Investors with information concerning their investment in the Fund;
(4) monitoring relations and communications between Investors and the Fund;
(5) overseeing the drafting and updating of disclosure documents relating to the Fund and assisting in preparing and providing offering materials to Investors;
(6) overseeing the maintenance and updating of Investor information, such as change of address;
(7) overseeing the distribution and acceptance of Investor Certifications (as defined in the Fund's Prospectus) and confirming the receipt of such Investor Certifications and funds;
(8) issuing instruments certifying Investor ownership of Units;
(9) monitoring compliance with regulatory requirements and with the Fund's investment objective, policies and restrictions;
(10) coordinating and organizing meetings of the Board;
(11) preparing materials and reports for use in connection with meetings of the Board;
(12) maintaining and preserving those books and records of the Fund not maintained by any investment sub-advisers or the Fund's administrator (which books and records shall be the property of the Fund and shall be surrendered to the Fund promptly upon request; provided, however, that the Adviser may retain copies of the Fund's books and records);
(13) overseeing the preparation of and filing of any required tax or information returns; and
(14) reviewing and approving all regulatory filings required under applicable law. Notwithstanding the appointment of the Adviser to provide services hereunder, the Board shall remain responsible for supervising the management, business and affairs of the Fund.
Appears in 2 contracts
Samples: Investment Advisory Agreement (CPG Cooper Square International Equity, LLC), Investment Advisory Agreement (CPG Cooper Square International Equity, LLC)
Duties as Investment Adviser. (a) Subject to the supervision of the Fund's Board of Trustees Directors ("the "Board" and its members, the "Trustees"), the Adviser will have full discretion and authority (i) to manage the assets and liabilities of the Fund and (ii) to manage the day-to-day business and affairs of the FundFund except as otherwise delegated by the Board. In furtherance of and subject to the foregoing, the Adviser will have full power and authority on behalf of the Fund, among other matters:
(1) to conduct and maintain a continuous review of the Fund's investment portfolio;
(2) to assist in the identification and evaluation of prospective underlying investment funds or investment managers to manage assets for the Fund;
(3) to monitor the performance of such funds or managers managing assets for the Funds on an ongoing basis;
(4) to manage directly the assets of the Fund, including to purchase, sell, exchange, trade and otherwise deal in and with securities and other property of the Fund and to loan securities of the Fund;
(2) to exercise all rights with respect to the Fund's interest in any person, firm, corporation, partnership or other entity, including, without limitation, voting interests of the Investment Funds (as defined in the Fund's prospectus (the "Prospectus"));
(3) to enter into agreements with the Investment Funds irrevocably to forego the Fund's right to vote its interests or shares of the Investment Funds;
(4) to enter into such other agreements with the Investment Funds that the Investment Adviser may determine to be necessary or appropriate in the interests of the Fund, as well as agreements that provide for, among other things, the indemnification by the Fund of the Investment Funds and the Investment Managers (as defined in the Prospectus) to substantially the same extent as provided to the Adviser hereunder, and to terminate such agreements;
(5) to open, maintain and close accounts with brokers and dealers, to make all decisions relating to the manner, method and timing of securities and other investment transactions, to select and place orders with brokers, dealers or other financial intermediaries for the execution, clearance or settlement of any transactions on behalf of the Fund on such terms as the Adviser considers appropriate, and to grant limited discretionary authorization to such persons with respect to price, time and other terms of investment and trading transactions, subject to Paragraph 2(b);
(6) to borrow from banks or other financial institutions and to pledge Fund assets as collateral therefor, to trade on margin, to exercise or refrain from exercising all rights regarding the Fund's investments, and to instruct custodians regarding the settlement of transactions, the disbursement of payments to the Fund's shareholders investors (the "ShareholdersMembers") with respect to repurchases of shares of beneficial interest ("Shares") interests in the Fund ("Interests") and the payment of Fund expenses, including those relating to the organization and registration of the Fund;
(7) to call and conduct meetings of Shareholders Members at the Fund's principal office or elsewhere as it may determine and to assist the Board in calling and conducting meetings of the Board;
(8) with the Board's consent to engage and terminate such attorneys, accountants and other professional advisers and consultants as the Adviser may deem necessary or advisable in connection with the affairs of the Fund or as may be directed by the Board;
(9) with the Board's consent to engage and terminate the services of persons to assist the Adviser in providing, or to provide under the Adviser's control and supervision, advice and management to the Fund at the expense of the Adviser and to terminate such services;
(10) as directed by the Board, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Fund or any assets of the Fund;
(11) if directed by the Board, to arrange for the purchase of (A) one or more "key man" insurance policies on the life of any principal of a member shareholder of the Adviser, the benefits of which are payable to the Fund, or (B) any ANY insurance covering the potential liabilities of the Fund or relating to the performance of the Board or the Adviser, or any of their principals, trusteesdirectors, officers, members, employees and agents;; and
(12) to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in such activities and transactions as are, in the opinion of the Adviser, necessary and appropriate for the conduct of the business of the Fund without the act, vote or approval of any other Shareholders Member or other person;
(13) to supply the administrator and auditor of, and 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;
(14) to perform any actions requested or permitted to be taken by the Fund, including, without limitation, acting under delegated authority from the Fund as to matters agreed upon under this Agreement or otherwise; and
(15) to authorize any employee or other agent of the Adviser or any employee or other agent of the Fund to act for and on behalf of the Fund in all matters incidental to the foregoing.
(b) Additionally, the Adviser agrees to provide certain administrative services to the Fund, including the provision of office space, telephone and utilities; the general supervision of the entities which are retained by the Fund to provide administrative services and custody services to the Fund; the handling of investor inquiries regarding the Fund and providing investors with information concerning their investment in the Fund and capital account balances; monitoring relations and communications between investors and the Fund; overseeing the drafting and updating of disclosure documents relating to the Fund and assisting in the distribution of all offering materials to investors; overseeing the distribution and acceptance of investor applications and confirming the receipt of such applications and funds; preparing materials and reports for use in connection with meetings of the Fund's trustees; preparing and filing any required tax or information returns; and reviewing and approving all regulatory filings required under applicable law.
(c) The Adviser, in its discretion, may use brokers who provide the Fund with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Fund, and the Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Adviser's good faith determination that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser to the Fund and its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. In selecting a broker-dealer to execute each particular transaction, the Adviser will take the following into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. Accordingly, the price to a Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Whenever the Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Fund recognizes that in some cases this procedure may adversely affect the results obtained for the Fund.
(dc) The Fund hereby authorizes the Adviser and any entity or person that is associated with the Adviser and which is a member of a national securities exchange to effect any transaction on such exchange that for the account of the Fund, which transaction is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and Rule 11a2-2(T) thereunder for thereunder, and Section 17(e)(2) and Rule 17e-1 under the account of the Fund, 1940 Act and the Fund hereby consents to the retention of compensation for such execution by the Adviser or any person or entity associated with the Adviser.
(e) The Adviser shall for all purposes be an independent contractor of the Fund, and nothing in this Agreement shall be construed as making the Fund a partner or co-venturer with the Adviser or any of its affiliates or clients. The Adviser shall have no authority to act for, represent, bind or obligate the Fund except as specifically provided for in this Agreement.
Appears in 1 contract
Samples: Investment Advisory Agreement (Phoenix LJH Advisors Fund LLC)
Duties as Investment Adviser. (a) Subject to the supervision of the Fund's Funds' Board of Trustees Directors ("the "Board" and its members, the "Trustees"), the Adviser will have full discretion and authority (i) to manage the assets and liabilities of the Fund Funds and (ii) to manage the day-to-day business and affairs of the FundFunds. In furtherance of and subject to the foregoing, the Adviser will have full power and authority on behalf of the FundFunds, among other matters:
(1) to purchase, sell, exchange, trade and otherwise deal in and with securities and other property of the Fund Funds and to loan securities of the FundFunds;
(2) to exercise all rights with respect to the Fund's interest in any person, firm, corporation, partnership or other entity, including, without limitation, voting interests of the Investment Funds (as defined in the Fund's prospectus (the "Prospectus"));
(3) to enter into agreements with the Investment Funds irrevocably to forego the Fund's right to vote its interests or shares of the Investment Funds;
(4) to enter into such other agreements with the Investment Funds that the Investment Adviser may determine to be necessary or appropriate in the interests of the Fund, as well as agreements that provide for, among other things, the indemnification by the Fund of the Investment Funds and the Investment Managers (as defined in the Prospectus) to substantially the same extent as provided to the Adviser hereunder, and to terminate such agreements;
(5) to open, maintain and close accounts with brokers and dealers, to make all decisions relating to the manner, method and timing of securities and other investment transactions, to select and place orders with brokers, dealers or other financial intermediaries for the execution, clearance or settlement of any transactions on behalf of the Fund Funds on such terms as the Adviser considers appropriate, and to grant limited discretionary authorization to such persons with respect to price, time and other terms of investment and trading transactions, subject to Paragraph 2(b);
(63) to borrow from banks or other financial institutions and to pledge Fund assets as collateral therefor, to trade on margin, to exercise or refrain from exercising all rights regarding the Fund's Funds' investments, and to instruct custodians regarding the settlement of transactions, the disbursement of payments to the Fund's shareholders Funds' investors (the "ShareholdersMembers") with respect to repurchases of shares of beneficial interest interests in the Funds ("SharesInterests") in the Fund and the payment of Fund expenses, including those relating to the organization and registration of the FundFunds;
(74) to call and conduct meetings of Shareholders Members at the Fund's Funds' principal office or elsewhere as it may determine and to assist the Board in calling and conducting meetings of the Board;
(8) 5) to engage and terminate such attorneys, accountants and other professional advisers and consultants as the Adviser may deem necessary or advisable in connection with the affairs of the Fund Funds or as may be directed by the Board;
(96) to engage and terminate the services of persons to assist the Adviser in providing, or to provide under the Adviser's control and supervision, advice and management to the Fund Funds at the expense of the Adviser and to terminate such services;
(107) as directed by the Board, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Fund Funds or any assets of the FundFunds;
(11) 8) if directed by the Board, to arrange for the purchase of (A) one or more "key man" insurance policies on the life of any principal of a member of the Adviser, the benefits of which are payable to the FundFunds, or (B) any insurance covering the potential liabilities of the Fund Funds or relating to the performance of the Board or the Adviser, or any of their principals, trusteesdirectors, officers, members, employees and agents;; and
(129) to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in such activities and transactions as are, in the opinion of the Adviser, necessary and appropriate for the conduct of the business of the Fund Funds without the act, vote or approval of any other Shareholders Members or other person;
(13) to supply the administrator and auditor of, and 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;
(14) to perform any actions requested or permitted to be taken by the Fund, including, without limitation, acting under delegated authority from the Fund as to matters agreed upon under this Agreement or otherwise; and
(15) to authorize any employee or other agent of the Adviser or any employee or other agent of the Fund to act for and on behalf of the Fund in all matters incidental to the foregoing.
(b) Additionally, the Adviser agrees to provide certain administrative services to the Fund, including the provision of office space, telephone and utilities; the general supervision of the entities which are retained by the Fund to provide administrative services and custody services to the Fund; the handling of investor inquiries regarding the Fund and providing investors with information concerning their investment in the Fund and capital account balances; monitoring relations and communications between investors and the Fund; overseeing the drafting and updating of disclosure documents relating to the Fund and assisting in the distribution of all offering materials to investors; overseeing the distribution and acceptance of investor applications and confirming the receipt of such applications and funds; preparing materials and reports for use in connection with meetings of the Fund's trustees; preparing and filing any required tax or information returns; and reviewing and approving all regulatory filings required under applicable law.
(c) The Adviser, in its discretion, may use brokers who provide the Fund Funds with research, analysis, advice and similar services to execute portfolio transactions on behalf of the FundFunds, and the Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Adviser's good faith determination that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser to the Fund Funds and its other clients and that the total commissions paid by the Fund Funds will be reasonable in relation to the benefits to the Fund Funds over the long term. Whenever the Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund Funds and one or more other accounts advised by the Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Fund recognizes Funds recognize that in some cases this procedure may adversely affect the results obtained for the FundFunds.
(dc) The Fund Funds hereby authorizes authorize the Adviser and any entity or person that is associated with the Adviser and which is a member of a national securities exchange to effect any transaction on such exchange that for the account of the Funds, which transaction is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and Rule 11a2-2(T) thereunder for the account of the Fundthereunder, and the Fund Funds hereby consents consent to the retention of compensation for such execution by the Adviser or any person or entity associated with the Adviser.
(e) The Adviser shall for all purposes be an independent contractor of the Fund, and nothing in this Agreement shall be construed as making the Fund a partner or co-venturer with the Adviser or any of its affiliates or clients. The Adviser shall have no authority to act for, represent, bind or obligate the Fund except as specifically provided for in this Agreement.
Appears in 1 contract
Duties as Investment Adviser. (a) Subject to the supervision of the Fund's Board of Trustees Directors (the "Board" and its members, the "Trustees"), the Adviser will have full discretion and authority (i) to manage the assets and liabilities of the Fund and (ii) to manage the day-to-day business and affairs of the Fund. In furtherance of and subject to the foregoing, the Adviser will have full power and authority on behalf of the Fund, among other matters:
(1) to purchase, sell, exchange, trade and otherwise deal in and with securities and other property of the Fund and to loan securities of the Fund;
(2) to do any and all acts and exercise all rights with respect to the Fund's interest in any person, firm, corporation, partnership or other entity, including, without limitation, voting interests of the Investment Funds (as defined in the Fund's prospectus Confidential Memorandum (the "ProspectusMemorandum"));
(3) to enter into agreements with the Investment Funds irrevocably to forego the Fund's right to vote its interests or shares of the Investment Funds;
(4) to enter into such other agreements with the Investment Funds that the Investment Adviser may determine to be necessary or appropriate in the interests of the Fund, as well as agreements that provide for, among other things, the indemnification by the Fund of the Investment Funds and the Investment Managers (as defined in the ProspectusMemorandum) to substantially the same or different extent as provided to for in respect of the Adviser hereunderAdviser, and to terminate such agreements;
(5) to open, maintain and close accounts with brokers and dealers, to make all decisions relating to the manner, method and timing of securities and other investment transactions, to select and place orders with brokers, dealers or other financial intermediaries for the execution, clearance or settlement of any transactions on behalf of the Fund on such terms as the Adviser considers appropriate, and to grant limited discretionary authorization to such persons with respect to price, time and other terms of investment and trading transactions, subject to Paragraph 2(b);
(6) to borrow from banks or other financial institutions and to pledge Fund assets as collateral therefor, to trade on margin, to exercise or refrain from exercising all rights regarding the Fund's investments, and to instruct custodians regarding the settlement of transactions, the disbursement of payments to the Fund's shareholders investors (the "ShareholdersMembers") with respect to repurchases of shares of beneficial interest ("Shares") interests in the Fund ("Interests") and the payment of Fund expenses, including those relating to the organization and registration of the Fund;
(7) to call and conduct meetings of Shareholders at the Fund's principal office or elsewhere as it may determine and to assist the Board in calling and conducting meetings of the Board;
(8) to engage and terminate such attorneys, accountants and other professional advisers and consultants as the Adviser may deem necessary or advisable in connection with the affairs of the Fund or as may be directed by the Board;
(9) 8) to engage and terminate the services of persons other than the Subadvisers (the engagement of which shall be subject to Paragraph 2(a)(12)) to assist the Adviser in providing, or to provide under the Adviser's control and supervision, advice and management to the Fund at the expense of the Adviser and to terminate such services;
(109) as directed by the Board, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Fund or any assets of the Fund;
(1110) if directed by the Board, to arrange for the purchase of (A) one or more "key man" insurance policies on the life of any principal of a member of the Adviser, the benefits of which are payable to the Fund, or (B) any insurance covering the potential liabilities of the Fund or relating to the performance of the Board or the Adviser, or any of their principals, trusteesdirectors, officers, members, employees and agents;
(1211) to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in such activities and transactions as are, in the opinion of the Adviser, necessary and appropriate for the conduct of the business of the Fund without the act, vote or approval of any other Shareholders Members or other person;
(13) to supply the administrator and auditor of, and 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;
(14) to perform any actions requested or permitted to be taken by the Fund, including, without limitation, acting under delegated authority from the Fund as to matters agreed upon under this Agreement or otherwise; and
(1512) (A) to direct the formulation of investment policies and strategies for the Fund using a multi-asset and multi-manager strategy whereby some or all of the Fund's assets may be committed from time to time by the Adviser to the discretionary management of one or more Subadvisers, the selection of which shall be subject to the approval of a majority (as defined in the 0000 Xxx) of the Fund's outstanding voting securities, unless the Fund receives an exemption from the provisions of the 1940 Act requiring such approval, (B) to enter into agreements with the Subadvisers that provide for, among other things, the indemnification by the Fund of the Subadvisers to the same or different extent as provided for in respect of the Adviser, and to terminate such agreements, (C) to authorize the payment of fees and allocations of profits to Subadvisers pursuant to their respective governing documents and any employee rebates or other agent reductions of such fees or allocations which shall be for the Adviser or any employee or other agent benefit of the Fund and (D) to act for identify appropriate Subadvisers, assess the most appropriate investment vehicles (general or limited partnerships, limited liability companies, separate managed accounts or other investment vehicles (pooled or otherwise)) that invest or trade in securities, and on behalf determine the assets to be committed to each Subadviser and invested through the Subadviser, which investments shall be subject in each case to the terms and conditions of the Fund in all matters incidental to respective governing documents used by the foregoingSubadviser.
(b) Additionally, the Adviser agrees to provide certain administrative services to the Fund, including the provision of office space, telephone and utilities; the general supervision of the entities which are retained by the Fund to provide administrative services and custody services to the Fund; the handling of investor inquiries regarding the Fund and providing investors with information concerning their investment in the Fund and capital account balances; monitoring relations and communications between investors and the Fund; overseeing the drafting and updating of disclosure documents relating to the Fund and assisting in the distribution of all offering materials to investors; overseeing the distribution and acceptance of investor applications and confirming the receipt of such applications and funds; preparing materials and reports for use in connection with meetings of the Fund's trustees; preparing and filing any required tax or information returns; and reviewing and approving all regulatory filings required under applicable law.
(c) The Adviser, in its discretion, may use brokers who provide the Fund with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Fund, and the Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Adviser's good faith determination that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser to the Fund and its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. Whenever the Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Fund recognizes that in some cases this procedure may adversely affect the results obtained for the Fund.
(dc) The Fund hereby authorizes the Adviser and any entity or person that is associated with the Adviser and which is a member of a national securities exchange to effect any transaction on such exchange that for the account of the Fund, which transaction is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and Rule 11a2-2(T) thereunder for the account of the Fundthereunder, and the Fund hereby consents to the retention of compensation for such execution by the Adviser or any person or entity associated with the Adviser.
(e) The Adviser shall for all purposes be an independent contractor of the Fund, and nothing in this Agreement shall be construed as making the Fund a partner or co-venturer with the Adviser or any of its affiliates or clients. The Adviser shall have no authority to act for, represent, bind or obligate the Fund except as specifically provided for in this Agreement.
Appears in 1 contract
Samples: Investment Advisory Agreement (Pw Equity Opportunity Fund LLC)
Duties as Investment Adviser. (a) Subject to the supervision of the Fund's Board of Trustees (the "Board" and its members, the "Trustees"), the Adviser Manager will have full discretion and authority (i) to manage the assets and liabilities of the Fund and (ii) to manage the day-to-day business and affairs of the Fund. In furtherance of and subject to the foregoing, the Adviser Manager will have full power and authority on behalf of the Fund, among other matters:
(1) to purchase, sell, exchange, trade and otherwise deal in and with securities and other property of the Fund and to loan securities of the Fund;
(2) to do any and all acts and exercise all rights with respect to the Fund's ’s interest in any person, firm, corporation, partnership or other entity, including, without limitation, voting interests of the Investment Funds (as defined in the Fund's ’s prospectus (the "“Prospectus"”));
(3) to enter into agreements with the Investment Funds irrevocably to forego the Fund's ’s right to vote its interests or shares of the Investment Funds;
(4) to enter into such other agreements with the Investment Funds that the Investment Adviser may determine to be necessary or appropriate in the interests of the Fund, as well as agreements that provide for, among other things, the indemnification by the Fund of the Investment Funds and the Investment Managers (as defined in the Prospectus) to substantially the same or different extent as provided to for in respect of the Adviser hereunderManager, and to terminate such agreements;
(5) to open, maintain and close accounts with brokers and dealers, to make all decisions relating to the manner, method and timing of securities and other investment transactions, to select and place orders with brokers, dealers or other financial intermediaries for the execution, clearance or settlement of any transactions on behalf of the Fund on such terms as the Adviser Manager considers appropriate, and to grant limited discretionary authorization to such persons with respect to price, time and other terms of investment and trading transactions, subject to Paragraph 2(b);
(6) to borrow from banks or other financial institutions and to pledge Fund assets as collateral therefor, to trade on margin, to exercise or refrain from exercising all rights regarding the Fund's ’s investments, and to instruct custodians regarding the settlement of transactions, the disbursement of payments to the Fund's shareholders ’s investors (the "Shareholders"“Members”) with respect to repurchases of shares of beneficial interest ("Shares") interests in the Fund (“Interests”) and the payment of Fund expenses, including those relating to the organization and registration of the Fund;
(7) to call and conduct meetings of Shareholders Members at the Fund's ’s principal office or elsewhere as it may determine and to assist the Board in calling and conducting meetings of the Board;
(8) to engage and terminate such attorneys, accountants and other professional advisers and consultants as the Adviser Manager may deem necessary or advisable in connection with the affairs of the Fund or as may be directed by the Board;
(9) to engage and terminate the services of persons to assist the Adviser Manager in providing, or to provide under the Adviser's Manager’s control and supervision, advice and management to the Fund at the expense of the Adviser Manager and to terminate such services;
(10) as directed by the Board, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Fund or any assets of the Fund;
(11) if directed by the Board, to arrange for the purchase of (A) one or more "“key man" ” insurance policies on the life of any principal of a member of the AdviserManager, the benefits of which are payable to the Fund, or (B) any insurance covering the potential liabilities of the Fund or relating to the performance of the Board or the AdviserManager, or any of their principals, trusteesdirectors, officers, members, employees and agents;; and
(12) to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in such activities and transactions as are, in the opinion of the AdviserManager, necessary and appropriate for the conduct of the business of the Fund without the act, vote or approval of any other Shareholders Members or other person;
(13) to supply the administrator and auditor of, and 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;
(14) to perform any actions requested or permitted to be taken by the Fund, including, without limitation, acting under delegated authority from the Fund as to matters agreed upon under this Agreement or otherwise; and
(15) to authorize any employee or other agent of the Adviser or any employee or other agent of the Fund to act for and on behalf of the Fund in all matters incidental to the foregoing.
(b) Additionally, the Adviser agrees to provide certain administrative services to the Fund, including the provision of office space, telephone and utilities; the general supervision of the entities which are retained by the Fund to provide administrative services and custody services to the Fund; the handling of investor inquiries regarding the Fund and providing investors with information concerning their investment in the Fund and capital account balances; monitoring relations and communications between investors and the Fund; overseeing the drafting and updating of disclosure documents relating to the Fund and assisting in the distribution of all offering materials to investors; overseeing the distribution and acceptance of investor applications and confirming the receipt of such applications and funds; preparing materials and reports for use in connection with meetings of the Fund's trustees; preparing and filing any required tax or information returns; and reviewing and approving all regulatory filings required under applicable law.
(c) The AdviserManager, in its discretion, may use brokers who provide the Fund with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Fund, and the Adviser Manager may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Adviser's Manager’s good faith determination that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser Manager to the Fund and its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. Whenever the Adviser Manager simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the AdviserManager, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Fund recognizes that in some cases this procedure may adversely affect the results obtained for the Fund.
(dc) The Fund hereby authorizes the Adviser Manager and any entity or person that is associated with the Adviser and Manager which is a member of a national securities exchange to effect any transaction on such exchange that for the account of the Fund, which transaction is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and Rule 11a2-2(T) thereunder for the account of the Fundthereunder, and the Fund hereby consents to the retention of compensation for such execution by the Adviser Manager or any person or entity associated with the AdviserManager.
(e) The Adviser shall for all purposes be an independent contractor of the Fund, and nothing in this Agreement shall be construed as making the Fund a partner or co-venturer with the Adviser or any of its affiliates or clients. The Adviser shall have no authority to act for, represent, bind or obligate the Fund except as specifically provided for in this Agreement.
Appears in 1 contract
Samples: Investment Management Agreement (A&Q Long/Short Strategies Fund LLC)
Duties as Investment Adviser. (a) Subject to the supervision of the Fund's ’s Board of Trustees (the "“Board" and its members, the "Trustees"”), the Adviser will have full discretion and authority (i) to manage the assets and liabilities of the Fund and (ii) to manage the day-to-day business and affairs of the Fund. In furtherance of and subject to the foregoing, the Adviser will have full power and authority on behalf of the Fund, among other matters:
(1) to purchase, sell, exchange, trade and otherwise deal in and with securities and other property of the Fund and to loan securities of the Fund;
(2) to do any and all acts and exercise all rights with respect to the Fund's ’s interest in any person, firm, corporation, partnership or other entity, including, without limitation, voting interests of the Investment Funds (as defined in the Fund's ’s prospectus (the "“Prospectus"”));
(3) to enter into agreements with the Investment Funds irrevocably to forego the Fund's ’s right to vote its interests or shares of the Investment Funds;
(4) to enter into such other agreements with the Investment Funds that the Investment Adviser may determine to be necessary or appropriate in the interests of the Fund, as well as agreements that provide for, among other things, the indemnification by the Fund of the Investment Funds and the Investment Fund Managers (as defined in the Prospectus) to substantially the same or different extent as provided to for in respect of the Adviser hereunderAdviser, and to terminate such agreements;
(5) to open, maintain and close accounts with brokers and dealers, to make all decisions relating to the manner, method and timing of securities and other investment transactions, to select and place orders with brokers, dealers or other financial intermediaries for the execution, clearance or settlement of any transactions on behalf of the Fund on such terms as the Adviser considers appropriate, and to grant limited discretionary authorization to such persons with respect to price, time and other terms of investment and trading transactions, subject to Paragraph 2(b);
(6) to borrow from banks or other financial institutions and to pledge Fund assets as collateral therefor, to trade on margin, to exercise or refrain from exercising all rights regarding the Fund's ’s investments, and to instruct custodians regarding the settlement of transactions, the disbursement of payments to the Fund's shareholders ’s investors (the "“Shareholders"”) with respect to repurchases of shares of beneficial interest ("Shares") in the Fund (“Shares”) and the payment of Fund expenses, including those relating to the organization and registration of the Fund;
(7) to call and conduct meetings of Shareholders at the Fund's ’s principal office or elsewhere as it may determine and to assist the Board in calling and conducting meetings of the Board;
(8) to engage and terminate such attorneys, accountants and other professional advisers and consultants as the Adviser may deem necessary or advisable in connection with the affairs of the Fund or as may be directed by the Board;
(9) to engage and terminate the services of persons to assist the Adviser in providing, or to provide under the Adviser's ’s control and supervision, advice and management with respect to the Fund at the expense of the Adviser and to terminate such servicesAdviser;
(10) as directed by the Board, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Fund or any assets of the Fund;
(11) if directed by the Board, to arrange for the purchase of (A) one or more "“key man" ” insurance policies on the life of any principal of a member of the Adviser, the benefits of which are payable to the Fund, or (B) any insurance covering the potential liabilities of the Fund or relating to the performance of the Board or the Adviser, or any of their respective principals, trustees, officers, members, employees and agents;; and
(12) to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in such activities and transactions as are, in the opinion of the Adviser, necessary and appropriate for the conduct of the business of the Fund without the act, vote or approval of any other Shareholders or other person;
(13) to supply the administrator and auditor of, and 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;
(14) to perform any actions requested or permitted to be taken by the Fund, including, without limitation, acting under delegated authority from the Fund as to matters agreed upon under this Agreement or otherwise; and
(15) to authorize any employee or other agent of the Adviser or any employee or other agent of the Fund to act for and on behalf of the Fund in all matters incidental to the foregoing.
(b) Additionally, the Adviser agrees to provide certain administrative services to the Fund, including the provision of office space, telephone and utilities; the general supervision of the entities which are retained by the Fund to provide administrative services and custody services to the Fund; the handling of investor inquiries regarding the Fund and providing investors with information concerning their investment in the Fund and capital account balances; monitoring relations and communications between investors and the Fund; overseeing the drafting and updating of disclosure documents relating to the Fund and assisting in the distribution of all offering materials to investors; overseeing the distribution and acceptance of investor applications and confirming the receipt of such applications and funds; preparing materials and reports for use in connection with meetings of the Fund's trustees; preparing and filing any required tax or information returns; and reviewing and approving all regulatory filings required under applicable law.
(c) The Adviser, in its discretion, and to the extent permitted by applicable law, may use brokers who provide the Fund with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Fund, and the Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Adviser's ’s good faith determination that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser to the Fund and its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. Whenever Should the Adviser simultaneously places place orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Fund recognizes that in some cases this procedure may adversely affect the results obtained for the Fund.
(dc) The Fund hereby authorizes the Adviser and any entity or person that is associated with the Adviser and which or selected by the Adviser that is a member of a national securities exchange to effect any transaction on such exchange that for the account of the Fund, which transaction is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and Rule 11a2-2(T) thereunder for the account of the Fundthereunder, and the Fund hereby consents to the retention of compensation for such execution by the Adviser or any person or entity associated with the Adviser.
(ed) The Adviser agrees to provide certain management and administrative services to the Fund. These services shall include:
(1) the provision of administrative and secretarial, clerical and other personnel as necessary to provide the services required to be provided under this Agreement;
(2) the general supervision of the entities which are retained by the Fund to provide administrative services and custody services to the Fund;
(3) the handling of Shareholder inquiries regarding the Fund and providing Shareholders with information concerning their investment in the Fund;
(4) monitoring relations and communications between Shareholders and the Fund;
(5) overseeing the drafting and updating of disclosure documents relating to the Fund and assisting in the distribution of all offering materials to Shareholders;
(6) maintaining and updating Shareholder information, such as change of address and employment;
(7) overseeing the distribution and acceptance of Shareholder applications and confirming the receipt of such applications and funds;
(8) issuing instruments certifying Shareholder ownership of Shares in the Fund;
(9) coordinating and organizing meetings of the Board;
(10) preparing materials and reports for use in connection with meetings of the Board;
(11) preparing and filing any required tax or information returns; and
(12) reviewing and approving all purposes be an independent contractor regulatory filings required under applicable law.
(e) Notwithstanding the appointment of the Adviser to provide services hereunder, the Board shall remain responsible for supervising the management, business and affairs of the Fund, and nothing in this Agreement shall be construed as making the Fund a partner or co-venturer with the Adviser or any of its affiliates or clients. The Adviser shall have no authority to act for, represent, bind or obligate the Fund except as specifically provided for in this Agreement.
Appears in 1 contract
Samples: Investment Advisory Agreement (CPG FrontPoint MultiStrat Fund)
Duties as Investment Adviser. (a) Subject to the supervision of the Fund's ’s Board of Trustees Directors (the "“Board" and its members, the "Trustees"”), the Adviser will have full discretion and authority (i) to manage the assets and liabilities of the Fund and (ii) to manage the day-to-day business and affairs of the Fund. The Adviser acknowledges that the Fund currently intends to seek to achieve its investment objectives by investing and reinvesting its assets primarily in CPG Carlyle Private Equity Master Fund, LLC (the “Master Fund”). In furtherance of and subject to the foregoing, the Adviser will have full power and authority on behalf of the Fund, among other matters:
(1) to purchase, sell, exchange, trade and otherwise deal in and with securities and other property of the Fund and to loan securities of the Fund;
(2) to do any and all acts and exercise all rights with respect to the Fund's ’s interest in any person, firm, corporation, partnership or other entity, including, without limitation, voting interests of the Investment Funds (as defined in the Fund's prospectus (the "Prospectus"));
(3) to enter into agreements with the Investment Funds irrevocably to forego the Fund's right to vote its interests or shares of the Investment Funds;
(4) to enter into such other agreements with the Investment Funds that the Investment Adviser may determine to be necessary or appropriate in the interests of the Fund, as well as agreements that provide for, among other things, the indemnification by the Fund of the Investment Funds and the Investment Managers (as defined in the Prospectus) to substantially the same extent as provided to the Adviser hereunder, and to terminate such agreements;
(5) to open, maintain and close accounts with brokers and dealers, to make all decisions relating to the manner, method and timing of securities and other investment transactions, to select and place orders with brokers, dealers or other financial intermediaries for the execution, clearance or settlement of any transactions on behalf of the Fund on such terms as the Adviser considers appropriate, and to grant limited discretionary authorization to such persons with respect to price, time and other terms of investment and trading transactions, subject to Paragraph 2(b);
(64) to borrow from banks or other financial institutions and to pledge Fund assets as collateral therefor, to trade on margin, to exercise or refrain from exercising all rights regarding the Fund's ’s investments, and to instruct custodians regarding the settlement of transactions, the disbursement of payments to the Fund's shareholders ’s investors (the "Shareholders"“Investors”) with respect to repurchases of shares units of beneficial interest ("Shares") in the Fund (“Units”), and the payment of Fund expenses, including those relating to the organization and registration of the Fund;
(75) to call and conduct meetings of Shareholders Investors at the Fund's ’s principal office or elsewhere as it may determine and to assist the Board in calling and conducting meetings of the Board;
(8) 6) to engage and terminate such attorneys, accountants and other professional advisers and consultants as the Adviser may deem necessary or advisable in connection with the affairs of the Fund or as may be directed by the Board;
(97) to engage and terminate the services of persons to assist the Adviser in providing, or to provide under the Adviser's ’s control and supervision, advice and management with respect to the Fund at the expense of the Adviser and to terminate such servicesAdviser;
(10) 8) as directed by the Board, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Fund or any assets of the Fund;
(119) if directed by the Board, to arrange for the purchase of (A) one or more "“key man" ” insurance policies on the life of any principal of a member of the Adviser, the benefits of which are payable to the Fund, or (B) any insurance covering the potential liabilities of the Fund or relating to the performance of the Board or the Adviser, or any of their respective principals, trustees, officers, members, employees and agents;; and
(1210) to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in such activities and transactions as are, in the opinion of the Adviser, necessary and appropriate for the conduct of the business of the Fund without the act, vote or approval of any other Shareholders Investors or other person;
(13) to supply the administrator and auditor of, and 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;
(14) to perform any actions requested or permitted to be taken by the Fund, including, without limitation, acting under delegated authority from the Fund as to matters agreed upon under this Agreement or otherwise; and
(15) to authorize any employee or other agent of the Adviser or any employee or other agent of the Fund to act for and on behalf of the Fund in all matters incidental to the foregoing.
(b) Additionally, the Adviser agrees to provide certain administrative services to the Fund, including the provision of office space, telephone and utilities; the general supervision of the entities which are retained by the Fund to provide administrative services and custody services to the Fund; the handling of investor inquiries regarding the Fund and providing investors with information concerning their investment in the Fund and capital account balances; monitoring relations and communications between investors and the Fund; overseeing the drafting and updating of disclosure documents relating to the Fund and assisting in the distribution of all offering materials to investors; overseeing the distribution and acceptance of investor applications and confirming the receipt of such applications and funds; preparing materials and reports for use in connection with meetings of the Fund's trustees; preparing and filing any required tax or information returns; and reviewing and approving all regulatory filings required under applicable law.
(c) The Adviser, in its discretion, and to the extent permitted by applicable law, may use brokers who that provide the Fund with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Fund, and the Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Adviser's ’s good faith determination that such commission is reasonable in terms of either of the particular transaction or of the overall responsibility of the Adviser to the Fund and its other clients clients, and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. Whenever Should the Adviser simultaneously places place orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Fund recognizes that in some cases this procedure may adversely affect the results obtained for the Fund.
(dc) The Fund hereby authorizes the Adviser and any entity or person that is associated with the Adviser and which or selected by the Adviser that is a member of a national securities exchange to effect any transaction on such exchange that for the account of the Fund, which transaction is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and Rule 11a2-2(T) thereunder for the account of the Fundthereunder, and the Fund hereby consents to the retention of compensation for such execution by the Adviser or any person or entity associated with the Adviser.
(ed) The Adviser agrees to provide certain management and administrative services to the Fund. These services shall include:
(1) the provision of administrative and secretarial, clerical and other personnel as necessary to provide the services required to be provided under this Agreement;
(2) the general supervision of the entities which are retained by the Fund to provide administrative services and custody services to the Fund;
(3) the handling of Investor inquiries regarding the Fund and providing Investors with information concerning their investment in the Fund;
(4) monitoring relations and communications between Investors and the Fund;
(5) overseeing the drafting or updating of disclosure documents relating to the Fund and assisting in the provision of all offering materials to Investors;
(6) maintaining and updating Investor information, such as change of address and employment;
(7) overseeing the distribution and acceptance of Investor Applications (as defined in the Fund’s confidential offering memorandum (the “Memorandum”)) and confirming the receipt of such applications and funds;
(8) issuing instruments certifying Investor ownership of Units in the Fund;
(9) coordinating and organizing meetings of the Board;
(10) preparing materials and reports for use in connection with meetings of the Board;
(11) preparing and filing any required tax or information returns; and
(12) reviewing and approving all purposes be an independent contractor regulatory filings required under applicable law. Notwithstanding the appointment of the Adviser to provide services hereunder, the Board shall remain responsible for supervising the management, business and affairs of the Fund, and nothing in this Agreement shall be construed as making the Fund a partner or co-venturer with the Adviser or any of its affiliates or clients. The Adviser shall have no authority to act for, represent, bind or obligate the Fund except as specifically provided for in this Agreement.
Appears in 1 contract
Samples: Investment Advisory Agreement (CPG Carlyle Private Equity Fund, LLC)
Duties as Investment Adviser. (a) Subject to the supervision of the Fund's Board of Trustees (the "Board" and its members, the "Trustees"), the Adviser will have full discretion and authority (i) to manage the assets and liabilities of the Fund and (ii) to manage the day-to-day business and affairs of the Fund. In furtherance of and subject to the foregoing, the Adviser will have full power and authority on behalf of the Fund, among other matters:
(1) to purchase, sell, exchange, trade and otherwise deal in and with securities and other property of the Fund and to loan securities of the Fund;
(2) to exercise all rights with respect to the Fund's interest in any person, firm, corporation, partnership or other entity, including, without limitation, voting interests of the Investment Funds (as defined in the Fund's prospectus (the "Prospectus"));
(3) to enter into agreements with the Investment Funds irrevocably to forego the Fund's right to vote its interests or shares of the Investment Funds;
(4) to enter into such other agreements with the Investment Funds that the Investment Adviser may determine to be necessary or appropriate in the interests of the Fund, as well as agreements that provide for, among other things, the indemnification by the Fund of the Investment Funds and the Investment Managers (as defined in the Prospectus) to substantially the same extent as provided to the Adviser hereunder, and to terminate such agreements;
(5) to open, maintain and close accounts with brokers and dealers, to make all decisions relating to the manner, method and timing of securities and other investment transactions, to select and place orders with brokers, dealers or other financial intermediaries for the execution, clearance or settlement of any transactions on behalf of the Fund on such terms as the Adviser considers appropriate, and to grant limited discretionary authorization to such persons with respect to price, time and other terms of investment and trading transactions, subject to Paragraph 2(b);
(6) to borrow from banks or other financial institutions and to pledge Fund assets as collateral therefor, to trade on margin, to exercise or refrain from exercising all rights regarding the Fund's investments, and to instruct custodians regarding the settlement of transactions, the disbursement of payments to the Fund's shareholders (the "Shareholders") with respect to repurchases of shares of beneficial interest ("Shares") in the Fund and the payment of Fund expenses, including those relating to the organization and registration of the Fund;
(7) to call and conduct meetings of Shareholders at the Fund's principal office or elsewhere as it may determine and to assist the Board in calling and conducting meetings of the Board;
(8) to engage and terminate such attorneys, accountants and other professional advisers and consultants as the Adviser may deem necessary or advisable in connection with the affairs of the Fund or as may be directed by the Board;
(9) to engage and terminate the services of persons other than the Subadvisers (the engagement of which shall be subject to Paragraph 2(a)(13)) to assist the Adviser in providing, or to provide under the Adviser's control and supervision, advice and management to the Fund at the expense of the Adviser and to terminate such services;
(10) as directed by the Board, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Fund or any assets of the Fund;
(11) if directed by the Board, to arrange for the purchase of (A) one or more "key man" insurance policies on the life of any principal of a member of the Adviser, the benefits of which are payable to the Fund, or (B) any insurance covering the potential liabilities of the Fund or relating to the performance of the Board or the Adviser, or any of their principals, trustees, officers, members, employees and agents;
(12) to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in such activities and transactions as are, in the opinion of the Adviser, necessary and appropriate for the conduct of the business of the Fund without the act, vote or approval of any other Shareholders or other person;
(13) (A) to direct the formulation of investment policies and strategies for the Fund using a multi-asset and multi-manager strategy whereby some or all of the Fund's assets may be committed from time to time by the Adviser to the discretionary management of one or more Subadvisers (as defined in the Prospectus), the selection of which shall be subject to the approval of a majority (as defined in the 1000 Xxx) of the Fund's outstanding voting securities, unless the Fund receives an exemption from the provisions of the 1940 Act requiring such approval, (B) to enter into agreements with the Subadvisers that provide for, among other things, the indemnification by the Fund of the Subadvisers to substantially the same extent as provided to the Adviser hereunder, and to terminate such agreements, (C) to authorize the payment of fees and allocations of profits to Subadvisers pursuant to their respective governing documents and any rebates or reductions of such fees or allocations which shall be for the benefit of the Fund and (D) to identify appropriate Subadvisers, assess the most appropriate investment vehicles (general or limited partnerships, limited liability companies, separate managed accounts or other investment vehicles (pooled or otherwise)) that invest or trade in securities, and determine the assets to be committed to each Subadviser and invested through the Subadviser, which investments shall be subject in each case to the terms and conditions of the respective governing documents used by the Subadviser;
(14) To supply the administrator and auditor of, and 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;
(1415) to perform any actions requested or permitted to be taken by the Fund, including, without limitation, acting under delegated authority from the Fund as to matters agreed upon under this Agreement or otherwise; and
(1516) to authorize any employee or other agent of the Adviser or any employee or other agent of the Fund to act for and on behalf of the Fund in all matters incidental to the foregoing.
(b) Additionally, the Adviser agrees to provide certain administrative services to the Fund, including the provision of office space, telephone and utilities; the general supervision of the entities which are retained by the Fund to provide administrative services and custody services to the Fund; the handling of investor inquiries regarding the Fund and providing investors with information concerning their investment in the Fund and capital account balances; monitoring relations and communications between investors and the Fund; overseeing the drafting and updating of disclosure documents relating to the Fund and assisting in the distribution of all offering materials to investors; overseeing the distribution and acceptance of investor applications and confirming the receipt of such applications and funds; preparing materials and reports for use in connection with meetings of the Fund's ’s trustees; preparing and filing any required tax or information returns; and reviewing and approving all regulatory filings required under applicable law.
(c) The Adviser, in its discretion, may use brokers who provide the Fund with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Fund, and the Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Adviser's good faith determination that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser to the Fund and its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. Whenever the Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Fund recognizes that in some cases this procedure may adversely affect the results obtained for the Fund.
(d) The Fund hereby authorizes the Adviser and any entity or person that is associated with the Adviser and which is a member of a national securities exchange to effect any transaction on such exchange that is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and Rule 11a2-2(T) thereunder for the account of the Fund, and the Fund hereby consents to the retention of compensation for such execution by the Adviser or any person or entity associated with the Adviser.
(e) The Adviser shall for all purposes be an independent contractor of the Fund, and nothing in this Agreement shall be construed as making the Fund a partner or co-venturer with the Adviser or any of its affiliates or clients. The Adviser shall have no authority to act for, represent, bind or obligate the Fund except as specifically provided for in this Agreement.
Appears in 1 contract
Samples: Investment Advisory Agreement (O'Connor Fund of Funds: Multi-Strategy)
Duties as Investment Adviser. (a) Subject to the supervision of the Fund's Board of Trustees Directors (the "Board" and its members, the "TrusteesDirectors"), the Adviser Manager will have full discretion and authority (i) to manage the assets and liabilities of the Fund and (ii) to manage the day-to-day business and affairs of the Fund. In furtherance of and subject to the foregoing, the Adviser Manager will have full power and authority on behalf of the Fund, among other matters:
(1) to purchase, sell, exchange, trade and otherwise deal in and with securities and other property of the Fund and to loan securities of the Fund;
(2) to do any and all acts and exercise all rights with respect to the Fund's interest in any person, firm, corporation, partnership or other entity, including, without limitation, voting interests of the Investment Funds (as defined in the Fund's prospectus (the "Prospectus"));
(3) to enter into agreements with the Investment Funds irrevocably to forego the Fund's right to vote its interests or shares of the Investment Funds;
(4) to enter into such other agreements with the Investment Funds that the Investment Adviser may determine to be necessary or appropriate in the interests of the Fund, as well as agreements that provide for, among other things, the indemnification by the Fund of the Investment Funds and the Investment Managers (as defined in the Prospectus) to substantially the same or different extent as provided to for in respect of the Adviser hereunderManager, and to terminate such agreements;
(5) to open, maintain and close accounts with brokers and dealers, to make all decisions relating to the manner, method and timing of securities and other investment transactions, to select and place orders with brokers, dealers or other financial intermediaries for the execution, clearance or settlement of any transactions on behalf of the Fund on such terms as the Adviser Manager considers appropriate, and to grant limited discretionary authorization to such persons with respect to price, time and other terms of investment and trading transactions, subject to Paragraph 2(b);
(6) to borrow from banks or other financial institutions and to pledge Fund assets as collateral therefor, to trade on margin, to exercise or refrain from exercising all rights regarding the Fund's investments, and to instruct custodians regarding the settlement of transactions, the disbursement of payments to the Fund's shareholders investors (the "ShareholdersMembers") with respect to repurchases of shares of beneficial interest ("Shares") interests in the Fund ("Interests") and the payment of Fund expenses, including those relating to the organization and registration of the Fund;
(7) to call and conduct meetings of Shareholders Members at the Fund's principal office or elsewhere as it may determine and to assist the Board in calling and conducting meetings of the Board;
(8) to engage and terminate such attorneys, accountants and other professional advisers and consultants as the Adviser Manager may deem necessary or advisable in connection with the affairs of the Fund or as may be directed by the Board;
(9) to engage and terminate the services of persons to assist the Adviser Manager in providing, or to provide under the AdviserManager's control and supervision, advice and management to the Fund at the expense of the Adviser Manager and to terminate such services;
(10) as directed by the Board, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Fund or any assets of the Fund;
(11) if directed by the Board, to arrange for the purchase of (A) one or more "key man" insurance policies on the life of any principal of a member of the AdviserManager, the benefits of which are payable to the Fund, or (B) any insurance covering the potential liabilities of the Fund or relating to the performance of the Board or the AdviserManager, or any of their principals, trusteesdirectors, officers, members, employees and agents;; and
(12) to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in such activities and transactions as are, in the opinion of the AdviserManager, necessary and appropriate for the conduct of the business of the Fund without the act, vote or approval of any other Shareholders Members or other person;
(13) to supply the administrator and auditor of, and 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;
(14) to perform any actions requested or permitted to be taken by the Fund, including, without limitation, acting under delegated authority from the Fund as to matters agreed upon under this Agreement or otherwise; and
(15) to authorize any employee or other agent of the Adviser or any employee or other agent of the Fund to act for and on behalf of the Fund in all matters incidental to the foregoing.
(b) Additionally, the Adviser agrees to provide certain administrative services to the Fund, including the provision of office space, telephone and utilities; the general supervision of the entities which are retained by the Fund to provide administrative services and custody services to the Fund; the handling of investor inquiries regarding the Fund and providing investors with information concerning their investment in the Fund and capital account balances; monitoring relations and communications between investors and the Fund; overseeing the drafting and updating of disclosure documents relating to the Fund and assisting in the distribution of all offering materials to investors; overseeing the distribution and acceptance of investor applications and confirming the receipt of such applications and funds; preparing materials and reports for use in connection with meetings of the Fund's trustees; preparing and filing any required tax or information returns; and reviewing and approving all regulatory filings required under applicable law.
(c) The AdviserManager, in its discretion, may use brokers who provide the Fund with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Fund, and the Adviser Manager may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the AdviserManager's good faith determination that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser Manager to the Fund and its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. Whenever the Adviser Manager simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the AdviserManager, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Fund recognizes that in some cases this procedure may adversely affect the results obtained for the Fund.
(dc) The Fund hereby authorizes the Adviser Manager and any entity or person that is associated with the Adviser and Manager which is a member of a national securities exchange to effect any transaction on such exchange that for the account of the Fund, which transaction is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and Rule 11a2-2(T) thereunder for the account of the Fundthereunder, and the Fund hereby consents to the retention of compensation for such execution by the Adviser Manager or any person or entity associated with the AdviserManager.
(e) The Adviser shall for all purposes be an independent contractor of the Fund, and nothing in this Agreement shall be construed as making the Fund a partner or co-venturer with the Adviser or any of its affiliates or clients. The Adviser shall have no authority to act for, represent, bind or obligate the Fund except as specifically provided for in this Agreement.
Appears in 1 contract
Samples: Investment Management Agreement (A&Q Long/Short Strategies Fund LLC)
Duties as Investment Adviser. (a) Subject to the supervision of the Fund's ’s Board of Trustees Directors (the "Board" individually, a “Director” and its memberscollectively, the "Trustees"“Board”), the Adviser will have full discretion and authority (i) to manage the assets and liabilities of the Fund and (ii) to manage the day-to-day business and affairs of the Fund. In furtherance of and subject to the foregoing, the Adviser will have full power and authority on behalf of the Fund, among other matters:
(1) to purchase, sell, exchange, trade and otherwise deal in and with securities and other property of the Fund and to loan securities of the Fund;
(2) to do any and all acts and exercise all rights with respect to the Fund's ’s interest in any person, firm, corporation, partnership or other entity, including, without limitation, voting interests or shares of the Investment Funds (unless waived as provided in the immediately succeeding paragraph) (as defined in the Fund's prospectus ’s confidential offering memorandum (the "Prospectus"“Memorandum”));
(3) to enter into agreements with the Investment Funds irrevocably to forego the Fund's right to vote its interests or shares of the Investment Funds;
(4) to enter into such other agreements with the Investment Funds that the Investment Adviser may determine to be necessary or appropriate in the interests of the Fund, as well as agreements that provide for, among other things, the indemnification by the Fund of the Investment Funds and the Investment Fund Managers (as defined in the ProspectusMemorandum) to substantially the same or different extent as provided to for in respect of the Adviser hereunderAdviser, and to terminate such agreements;
(5) to open, maintain and close accounts with brokers and dealers, to make all decisions relating to the manner, method and timing of securities and other investment transactions, to select and place orders with brokers, dealers or other financial intermediaries for the execution, clearance or settlement of any transactions on behalf of the Fund on such terms as the Adviser considers appropriate, and to grant limited discretionary authorization to such persons with respect to price, time and other terms of investment and trading transactions, subject to Paragraph 2(b);
(6) to borrow from banks or other financial institutions and to pledge Fund assets as collateral therefor, to trade on margin, to exercise or refrain from exercising all rights regarding the Fund's ’s investments, and to instruct custodians regarding the settlement of transactions, the disbursement of distributions and the disbursement of other payments to the Fund's shareholders ’s investors (the "Shareholders") with respect to repurchases of shares of beneficial interest ("Shares") in the Fund “Investors”), and the payment of Fund expenses, including those relating to the organization and registration of the Fund;
(7) to call and conduct meetings of Shareholders Investors at the Fund's ’s principal office or elsewhere as it may determine and to assist the Board in calling and conducting meetings of the Board;
(8) to engage and terminate such attorneys, accountants and other professional advisers and consultants as the Adviser may deem necessary or advisable in connection with the affairs of the Fund or as may be directed by the Board;
(9) to engage and terminate the services of persons to assist the Adviser in providing, or to provide under the Adviser's ’s control and supervision, advice and management with respect to the Fund at the expense of the Adviser and to terminate such servicesAdviser;
(10) as directed by the Board, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Fund or any assets of the Fund;
(11) if directed by the Board, to arrange for the purchase of (A) one or more "“key man" ” insurance policies on the life of any principal of a member of the Adviser, the benefits of which are payable to the Fund, or (B) any insurance covering the potential liabilities of the Fund or relating to the performance of the Board or the Adviser, or any of their respective principals, trustees, officers, members, employees and agents;; and
(12) to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in such activities and transactions as are, in the opinion of the Adviser, necessary and appropriate for the conduct of the business of the Fund without the act, vote or approval of any other Shareholders Investors or other person;
(13) to supply the administrator and auditor of, and 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;
(14) to perform any actions requested or permitted to be taken by the Fund, including, without limitation, acting under delegated authority from the Fund as to matters agreed upon under this Agreement or otherwise; and
(15) to authorize any employee or other agent of the Adviser or any employee or other agent of the Fund to act for and on behalf of the Fund in all matters incidental to the foregoing.
(b) Additionally, the Adviser agrees to provide certain administrative services to the Fund, including the provision of office space, telephone and utilities; the general supervision of the entities which are retained by the Fund to provide administrative services and custody services to the Fund; the handling of investor inquiries regarding the Fund and providing investors with information concerning their investment in the Fund and capital account balances; monitoring relations and communications between investors and the Fund; overseeing the drafting and updating of disclosure documents relating to the Fund and assisting in the distribution of all offering materials to investors; overseeing the distribution and acceptance of investor applications and confirming the receipt of such applications and funds; preparing materials and reports for use in connection with meetings of the Fund's trustees; preparing and filing any required tax or information returns; and reviewing and approving all regulatory filings required under applicable law.
(c) The Adviser, in its discretion, and to the extent permitted by applicable law, may use brokers who that provide the Fund with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Fund, and the Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Adviser's ’s good faith determination that such commission is reasonable in terms of either of the particular transaction or of the overall responsibility of the Adviser to the Fund and its other clients clients, and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. Whenever Should the Adviser simultaneously places place orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Fund recognizes that in some cases this procedure may adversely affect the results obtained for the Fund.
(dc) The Adviser agrees to provide certain management and administrative services to the Fund. These services shall include:
(1) provision of administrative and secretarial, clerical and other personnel as necessary to provide the services required to be provided under this Agreement;
(2) general supervision of the entities which are retained by the Fund hereby authorizes to provide administration, accounting, transfer agency, custody, audit and other services to the Fund;
(3) handling Investor inquiries regarding the Fund and providing Investors with information concerning their investment in the Fund;
(4) monitoring relations and communications between Investors and the Fund;
(5) overseeing the drafting and updating of disclosure documents relating to the Fund and assisting in preparing and providing offering materials to Investors;
(6) overseeing the maintenance and updating of Investor information, such as change of address;
(7) overseeing the distribution and acceptance of Investor Applications (as defined in the Memorandum) and confirming the receipt of such Investor Applications and funds;
(8) issuing instruments certifying Investor ownership of units of limited liability company interests in the Fund;
(9) monitoring compliance with regulatory requirements and with the Fund’s investment objective, policies and restrictions;
(10) coordinating and organizing meetings of the Board;
(11) preparing materials and reports for use in connection with meetings of the Board;
(12) maintaining and preserving those books and records of the Fund not maintained by the Fund’s administrator (which books and records shall be the property of the Fund and shall be surrendered to the Fund promptly upon request; provided, however, that the Adviser and any entity or person that is associated with the Adviser and which is a member of a national securities exchange to effect any transaction on such exchange that is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and Rule 11a2-2(T) thereunder for the account may retain copies of the Fund, ’s books and records);
(13) overseeing the Fund hereby consents to preparation of and filing of any required tax or information returns; and
(14) reviewing and approving all regulatory filings required under applicable law. Notwithstanding the retention appointment of compensation for such execution by the Adviser or any person or entity associated with to provide services hereunder, the Adviser.
(e) The Adviser Board shall remain responsible for all purposes be an independent contractor supervising the management, business and affairs of the Fund, and nothing in this Agreement shall be construed as making the Fund a partner or co-venturer with the Adviser or any of its affiliates or clients. The Adviser shall have no authority to act for, represent, bind or obligate the Fund except as specifically provided for in this Agreement.
Appears in 1 contract
Samples: Investment Advisory Agreement (CPG Vintage Access Fund VI, LLC)
Duties as Investment Adviser. (a) Subject to the supervision of the Fund's ’s Board of Trustees (the "“Board" and its members, the "Trustees"”), the Adviser will have full discretion and authority (i) to manage the assets and liabilities of the Fund and (ii) to manage the day-to-day business and affairs of the Fund. In furtherance of and subject to the foregoing, the Adviser will have full power and authority on behalf of the Fund, among other matters:
(1) to purchase, sell, exchange, trade and otherwise deal in and with securities and other property of the Fund and to loan securities of the Fund;
(2) to exercise all rights with respect to the Fund's interest in any person, firm, corporation, partnership or other entity, including, without limitation, voting interests of the Investment Funds (as defined in the Fund's prospectus (the "Prospectus"));
(3) to enter into agreements with the Investment Funds irrevocably to forego the Fund's right to vote its interests or shares of the Investment Funds;
(4) to enter into such other agreements with the Investment Funds that the Investment Adviser may determine to be necessary or appropriate in the interests of the Fund, as well as agreements that provide for, among other things, the indemnification by the Fund of the Investment Funds and the Investment Managers (as defined in the Prospectus) to substantially the same extent as provided to the Adviser hereunder, and to terminate such agreements;
(5) to open, maintain and close accounts with brokers and dealers, to make all decisions relating to the manner, method and timing of securities and other investment transactions, to select and place orders with domestic and foreign brokers, dealers or other financial intermediaries for the execution, clearance or settlement of any transactions on behalf of the Fund on such terms as the Adviser considers appropriate, and to grant limited discretionary authorization to such persons with respect to price, time and other terms of investment and trading transactions, subject to Paragraph 2(b);
(63) to borrow from banks or other financial institutions and to pledge Fund assets as collateral therefor, to trade on margin, to exercise or refrain from exercising all rights regarding the Fund's ’s investments, and to instruct custodians regarding the settlement of transactions, the disbursement of payments to the Fund's shareholders ’s investors (the "“Shareholders"”) with respect to repurchases of shares of beneficial interest ("Shares") in the Fund (“Shares”) and the payment of Fund expenses, including those relating to the organization and registration of the Fund;
(74) to call and conduct meetings of Shareholders at the Fund's ’s principal office or elsewhere as it may determine and to assist the Board in calling and conducting meetings of the Board;
(8) 5) to engage and terminate such attorneys, accountants and other professional advisers and consultants as the Adviser may deem necessary or advisable in connection with the affairs of the Fund or as may be directed by the Board;
(96) to engage and terminate the services of persons to assist the Adviser in providing, or to provide under the Adviser's ’s control and supervision, advice and management to the Fund at the expense of the Adviser and to terminate such services;
(107) as directed by the Board, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Fund or any assets of the Fund;
(11) 8) if directed by the Board, to arrange for the purchase of (A) one or more "“key man" ” insurance policies on the life of any principal of a member of the Adviser, the benefits of which are payable to the Fund, or (B) any insurance covering the potential liabilities of the Fund or relating to the performance of the Board or the Adviser, or any of their principals, trusteesdirectors, officers, members, employees and agents;; and
(129) to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in such activities and transactions as are, in the opinion of the Adviser, necessary and appropriate for the conduct of the business of the Fund without the act, vote or approval of any other Shareholders or other person;
(13) to supply the administrator and auditor of, and 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;
(14) to perform any actions requested or permitted to be taken by the Fund, including, without limitation, acting under delegated authority from the Fund as to matters agreed upon under this Agreement or otherwise; and
(15) to authorize any employee or other agent of the Adviser or any employee or other agent of the Fund to act for and on behalf of the Fund in all matters incidental to the foregoing.
(b) Additionally, the Adviser agrees to provide certain administrative services to the Fund, including the provision of office space, telephone and utilities; the general supervision of the entities which are retained by the Fund to provide administrative services and custody services to the Fund; the handling of investor inquiries regarding the Fund and providing investors with information concerning their investment in the Fund and capital account balances; monitoring relations and communications between investors and the Fund; overseeing the drafting and updating of disclosure documents relating to the Fund and assisting in the distribution of all offering materials to investors; overseeing the distribution and acceptance of investor applications and confirming the receipt of such applications and funds; preparing materials and reports for use in connection with meetings of the Fund's trustees; preparing and filing any required tax or information returns; and reviewing and approving all regulatory filings required under applicable law.
(c) The Adviser, in its discretion, may use brokers who provide the Fund with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Fund, and the Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Adviser's ’s good faith determination that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser to the Fund and its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. Whenever the Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Fund recognizes that in some cases this procedure may adversely affect the results obtained for the Fund.
(d) The Fund hereby authorizes the Adviser and any entity or person that is associated with the Adviser and which is a member of a national securities exchange to effect any transaction on such exchange that is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and Rule 11a2-2(T) thereunder for the account of the Fund, and the Fund hereby consents to the retention of compensation for such execution by the Adviser or any person or entity associated with the Adviser.
(e) The Adviser shall for all purposes be an independent contractor of the Fund, and nothing in this Agreement shall be construed as making the Fund a partner or co-venturer with the Adviser or any of its affiliates or clients. The Adviser shall have no authority to act for, represent, bind or obligate the Fund except as specifically provided for in this Agreement.
Appears in 1 contract
Samples: Investment Advisory Agreement (DeGreen Emerging Market Managers Fund)
Duties as Investment Adviser. (a) Subject to the supervision of the Fund's ’s Board of Trustees (the "“Board" and its members, the "Trustees"”), the Adviser will have full discretion and authority (i) to manage the assets and liabilities of the Fund and (ii) to manage the day-to-day business and affairs of the Fund. In furtherance of and subject to the foregoing, the Adviser will have full power and authority on behalf of the Fund, among other matters:
(1) to purchase, sell, exchange, trade and otherwise deal in and with securities and other property of the Fund and to loan securities of the Fund;
(2) to exercise all rights with respect to the Fund's ’s interest in any person, firm, corporation, partnership or other entity, including, without limitation, voting interests of the Investment Funds (as defined in the Fund's ’s prospectus (the "“Prospectus"”));
(3) to enter into agreements with the Investment Funds irrevocably to forego the Fund's ’s right to vote its interests or shares of the Investment Funds;
(4) to enter into such other agreements with the Investment Funds that the Investment Adviser may determine to be necessary or appropriate in the interests of the Fund, as well as agreements that provide for, among other things, the indemnification by the Fund of the Investment Funds and the Investment Managers (as defined in the Prospectus) to substantially the same extent as provided to the Adviser hereunder, and to terminate such agreements;
(5) to open, maintain and close accounts with brokers and dealers, to make all decisions relating to the manner, method and timing of securities and other investment transactions, to select and place orders with brokers, dealers or other financial intermediaries for the execution, clearance or settlement of any transactions on behalf of the Fund on such terms as the Adviser considers appropriate, and to grant limited discretionary authorization to such persons with respect to price, time and other terms of investment and trading transactions, subject to Paragraph 2(b);
(6) to borrow from banks or other financial institutions and to pledge Fund assets as collateral therefor, to trade on margin, to exercise or refrain from exercising all rights regarding the Fund's ’s investments, and to instruct custodians regarding the settlement of transactions, the disbursement of payments to the Fund's ’s shareholders (the "“Shareholders"”) with respect to repurchases of shares of beneficial interest ("“Shares"”) in the Fund and the payment of Fund expenses, including those relating to the organization and registration of the Fund;
(7) to call and conduct meetings of Shareholders at the Fund's ’s principal office or elsewhere as it may determine and to assist the Board in calling and conducting meetings of the Board;
(8) to engage and terminate such attorneys, accountants and other professional advisers and consultants as the Adviser may deem necessary or advisable in connection with the affairs of the Fund or as may be directed by the Board;
(9) to engage and terminate the services of persons other than the Subadvisers (the engagement of which shall be subject to Paragraph 2(a)(13)) to assist the Adviser in providing, or to provide under the Adviser's ’s control and supervision, advice and management to the Fund at the expense of the Adviser and to terminate such services;
(10) as directed by the Board, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Fund or any assets of the Fund;
(11) if directed by the Board, to arrange for the purchase of (A) one or more "“key man" ” insurance policies on the life of any principal of a member of the Adviser, the benefits of which are payable to the Fund, or (B) any insurance covering the potential liabilities of the Fund or relating to the performance of the Board or the Adviser, or any of their principals, trustees, officers, members, employees and agents;
(12) to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in such activities and transactions as are, in the opinion of the Adviser, necessary and appropriate for the conduct of the business of the Fund without the act, vote or approval of any other Shareholders or other person;
(13) (A) to direct the formulation of investment policies and strategies for the Fund using a multi-asset and multi-manager strategy whereby some or all of the Fund’s assets may be committed from time to time by the Adviser to the discretionary management of one or more Subadvisers (as defined in the Prospectus), the selection of which shall be subject to the approval of a majority (as defined in the 1000 Xxx) of the Fund’s outstanding voting securities, unless the Fund receives an exemption from the provisions of the 1940 Act requiring such approval, (B) to enter into agreements with the Subadvisers that provide for, among other things, the indemnification by the Fund of the Subadvisers to substantially the same extent as provided to the Adviser hereunder, and to terminate such agreements, (C) to authorize the payment of fees and allocations of profits to Subadvisers pursuant to their respective governing documents and any rebates or reductions of such fees or allocations which shall be for the benefit of the Fund and (D) to identify appropriate Subadvisers, assess the most appropriate investment vehicles (general or limited partnerships, limited liability companies, separate managed accounts or other investment vehicles (pooled or otherwise)) that invest or trade in securities, and determine the assets to be committed to each Subadviser and invested through the Subadviser, which investments shall be subject in each case to the terms and conditions of the respective governing documents used by the Subadviser;
(14) To supply the administrator and auditor of, and 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;
(1415) to perform any actions requested or permitted to be taken by the Fund, including, without limitation, acting under delegated authority from the Fund as to matters agreed upon under this Agreement or otherwise; and
(1516) to authorize any employee or other agent of the Adviser or any employee or other agent of the Fund to act for and on behalf of the Fund in all matters incidental to the foregoing.
(b) Additionally, the Adviser agrees to provide certain administrative services to the Fund, including the provision of office space, telephone and utilities; the general supervision of the entities which are retained by the Fund to provide administrative services and custody services to the Fund; the handling of investor inquiries regarding the Fund and providing investors with information concerning their investment in the Fund and capital account balances; monitoring relations and communications between investors and the Fund; overseeing the drafting and updating of disclosure documents relating to the Fund and assisting in the distribution of all offering materials to investors; overseeing the distribution and acceptance of investor applications and confirming the receipt of such applications and funds; preparing materials and reports for use in connection with meetings of the Fund's ’s trustees; preparing and filing any required tax or information returns; and reviewing and approving all regulatory filings required under applicable law.
(c) The Adviser, in its discretion, may use brokers who provide the Fund with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Fund, and the Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Adviser's ’s good faith determination that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser to the Fund and its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. Whenever the Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Fund recognizes that in some cases this procedure may adversely affect the results obtained for the Fund.
(d) The Fund hereby authorizes the Adviser and any entity or person that is associated with the Adviser and which is a member of a national securities exchange to effect any transaction on such exchange that is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and Rule 11a2-2(T) thereunder for the account of the Fund, and the Fund hereby consents to the retention of compensation for such execution by the Adviser or any person or entity associated with the Adviser.
(e) The Adviser shall for all purposes be an independent contractor of the Fund, and nothing in this Agreement shall be construed as making the Fund a partner or co-venturer with the Adviser or any of its affiliates or clients. The Adviser shall have no authority to act for, represent, bind or obligate the Fund except as specifically provided for in this Agreement.
Appears in 1 contract
Duties as Investment Adviser. (a) Subject to the supervision of the Fund's Board of Trustees Directors (individually, a "Director" and collectively, the "Board" and its members, the "Trustees"), the Adviser will have full discretion and authority (i) to manage the assets and liabilities of the Fund and (ii) to manage the day-to-day business and affairs of the Fund. In furtherance of and subject to the foregoing, the Adviser will have full power and authority on behalf of the Fund, among other matters:
(1) to purchase, sell, exchange, trade and otherwise deal in and with securities and other property of the Fund and to loan securities of the Fund;
(2) to do any and all acts and exercise all rights with respect to the Fund's interest in any person, firm, corporation, partnership or other entity, including, without limitation, voting interests or shares of the Investment Funds (unless waived as provided in the immediately succeeding paragraph) (as defined in the Fund's prospectus confidential offering memorandum (the "ProspectusMemorandum"));
(3) to enter into agreements with the Investment Funds irrevocably to forego the Fund's right to vote its interests or shares of the Investment Funds;
(4) to enter into such other agreements with the Investment Funds that the Investment Adviser may determine to be necessary or appropriate in the interests of the Fund, as well as agreements that provide for, among other things, the indemnification by the Fund of the Investment Funds and the Investment Fund Managers (as defined in the ProspectusMemorandum) to substantially the same or different extent as provided to for in respect of the Adviser hereunderAdviser, and to terminate such agreements;
(5) to open, maintain and close accounts with brokers and dealers, to make all decisions relating to the manner, method and timing of securities and other investment transactions, to select and place orders with brokers, dealers or other financial intermediaries for the execution, clearance or settlement of any transactions on behalf of the Fund on such terms as the Adviser considers appropriate, and to grant limited discretionary authorization to such persons with respect to price, time and other terms of investment and trading transactions, subject to Paragraph 2(b);
(6) to borrow from banks or other financial institutions and to pledge Fund assets as collateral therefor, to trade on margin, to exercise or refrain from exercising all rights regarding the Fund's investments, and to instruct custodians regarding the settlement of transactions, the disbursement of distributions and the disbursement of other payments to the Fund's shareholders (the "Shareholders") with respect to repurchases of shares of beneficial interest investors ("SharesInvestors") in the Fund ), and the payment of Fund expenses, including those relating to the organization and registration of the Fund;
(7) to call and conduct meetings of Shareholders Investors at the Fund's principal office or elsewhere as it may determine and to assist the Board in calling and conducting meetings of the Board;
(8) to engage and terminate such attorneys, accountants and other professional advisers and consultants as the Adviser may deem necessary or advisable in connection with the affairs of the Fund or as may be directed by the Board;
(9) to engage and terminate the services of persons to assist the Adviser in providing, or to provide under the Adviser's control and supervision, advice and management with respect to the Fund at the expense of the Adviser and to terminate such servicesAdviser;
(10) as directed by the Board, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Fund or any assets of the Fund;
(11) if directed by the Board, to arrange for the purchase of (A) one or more "key man" insurance policies on the life of any principal of a member of the Adviser, the benefits of which are payable to the Fund, or (B) any insurance covering the potential liabilities of the Fund or relating to the performance of the Board or the Adviser, or any of their respective principals, trustees, officers, members, employees and agents;; and
(12) to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in such activities and transactions as are, in the opinion of the Adviser, necessary and appropriate for the conduct of the business of the Fund without the act, vote or approval of any other Shareholders Investors or other person;
(13) to supply the administrator and auditor of, and 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;
(14) to perform any actions requested or permitted to be taken by the Fund, including, without limitation, acting under delegated authority from the Fund as to matters agreed upon under this Agreement or otherwise; and
(15) to authorize any employee or other agent of the Adviser or any employee or other agent of the Fund to act for and on behalf of the Fund in all matters incidental to the foregoing.
(b) Additionally, the Adviser agrees to provide certain administrative services to the Fund, including the provision of office space, telephone and utilities; the general supervision of the entities which are retained by the Fund to provide administrative services and custody services to the Fund; the handling of investor inquiries regarding the Fund and providing investors with information concerning their investment in the Fund and capital account balances; monitoring relations and communications between investors and the Fund; overseeing the drafting and updating of disclosure documents relating to the Fund and assisting in the distribution of all offering materials to investors; overseeing the distribution and acceptance of investor applications and confirming the receipt of such applications and funds; preparing materials and reports for use in connection with meetings of the Fund's trustees; preparing and filing any required tax or information returns; and reviewing and approving all regulatory filings required under applicable law.
(c) The Adviser, in its discretion, and to the extent permitted by applicable law, may use brokers who that provide the Fund with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Fund, and the Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Adviser's good faith determination that such commission is reasonable in terms of either of the particular transaction or of the overall responsibility of the Adviser to the Fund and its other clients clients, and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. Whenever Should the Adviser simultaneously places place orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Fund recognizes that in some cases this procedure may adversely affect the results obtained for the Fund.
(dc) The Adviser agrees to provide certain management and administrative services to the Fund. These services shall include:
(1) provision of administrative and secretarial, clerical and other personnel as necessary to provide the services required to be provided under this Agreement;
(2) general supervision of the entities which are retained by the Fund hereby authorizes to provide administration, accounting, transfer agency, custody, audit and other services to the Fund;
(3) handling Investor inquiries regarding the Fund and providing Investors with information concerning their investment in the Fund;
(4) monitoring relations and communications between Investors and the Fund;
(5) overseeing the drafting and updating of disclosure documents relating to the Fund and assisting in preparing and providing offering materials to Investors;
(6) overseeing the maintenance and updating of Investor information, such as change of address;
(7) overseeing the distribution and acceptance of Investor Applications (as defined in the Memorandum) and confirming the receipt of such Investor Applications and funds;
(8) issuing instruments certifying Investor ownership of units of limited liability company interests in the Fund;
(9) monitoring compliance with regulatory requirements and with the Fund's investment objective, policies and restrictions;
(10) coordinating and organizing meetings of the Board;
(11) preparing materials and reports for use in connection with meetings of the Board;
(12) maintaining and preserving those books and records of the Fund not maintained by the Fund's administrator (which books and records shall be the property of the Fund and shall be surrendered to the Fund promptly upon request; provided, however, that the Adviser and any entity or person that is associated with the Adviser and which is a member of a national securities exchange to effect any transaction on such exchange that is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and Rule 11a2-2(T) thereunder for the account may retain copies of the Fund, 's books and records);
(13) overseeing the Fund hereby consents to preparation of and filing of any required tax or information returns; and
(14) reviewing and approving all regulatory filings required under applicable law. Notwithstanding the retention appointment of compensation for such execution by the Adviser or any person or entity associated with to provide services hereunder, the Adviser.
(e) The Adviser Board shall remain responsible for all purposes be an independent contractor supervising the management, business and affairs of the Fund, and nothing in this Agreement shall be construed as making the Fund a partner or co-venturer with the Adviser or any of its affiliates or clients. The Adviser shall have no authority to act for, represent, bind or obligate the Fund except as specifically provided for in this Agreement.
Appears in 1 contract
Samples: Investment Advisory Agreement (CPG Vintage Access Fund VII, LLC)
Duties as Investment Adviser. (a) Subject to the supervision of the Fund's Board of Trustees (the "Board" and its members, the "Trustees"), the Adviser will have full discretion and authority (i) to manage the assets and liabilities of the Fund and (ii) to manage the day-to-day business and affairs of the Fund. In furtherance of and subject to the foregoing, the Adviser will have full power and authority on behalf of the Fund, among other matters:
(1) to purchase, sell, exchange, trade and otherwise deal in and with securities and other property of the Fund and to loan securities of the Fund;
(2) to exercise all rights with respect to the Fund's interest in any person, firm, corporation, partnership or other entity, including, without limitation, voting interests of the Investment Funds (as defined in the Fund's prospectus (the "Prospectus"));
(3) to enter into agreements with the Investment Funds irrevocably to forego the Fund's right to vote its interests or shares of the Investment Funds;
(4) to enter into such other agreements with the Investment Funds that the Investment Adviser may determine to be necessary or appropriate in the interests of the Fund, as well as agreements that provide for, among other things, the indemnification by the Fund of the Investment Funds and the Investment Managers (as defined in the Prospectus) to substantially the same extent as provided to the Adviser hereunder, and to terminate such agreements;
(5) to open, maintain and close accounts with brokers and dealers, to make all decisions relating to the manner, method and timing of securities and other investment transactions, to select and place orders with brokers, dealers or other financial intermediaries for the execution, clearance or settlement of any transactions on behalf of the Fund on such terms as the Adviser considers appropriate, and to grant limited discretionary authorization to such persons with respect to price, time and other terms of investment and trading transactions, subject to Paragraph 2(b);
(6) to borrow from banks or other financial institutions and to pledge Fund assets as collateral therefor, to trade on margin, to exercise or refrain from exercising all rights regarding the Fund's investments, and to instruct custodians regarding the settlement of transactions, the disbursement of payments to the Fund's shareholders (the "Shareholders") with respect to repurchases of shares of beneficial interest ("Shares") in the Fund and the payment of Fund expenses, including those relating to the organization and registration of the Fund;
(7) to call and conduct meetings of Shareholders at the Fund's principal office or elsewhere as it may determine and to assist the Board in calling and conducting meetings of the Board;
(8) to engage and terminate such attorneys, accountants and other professional advisers and consultants as the Adviser may deem necessary or advisable in connection with the affairs of the Fund or as may be directed by the Board;
(9) to engage and terminate the services of persons other than the Subadvisers (the engagement of which shall be subject to Paragraph 2(a)(13)) to assist the Adviser in providing, or to provide under the Adviser's control and supervision, advice and management to the Fund at the expense of the Adviser and to terminate such services;
(10) as directed by the Board, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Fund or any assets of the Fund;
(11) if directed by the Board, to arrange for the purchase of (A) one or more "key man" insurance policies on the life of any principal of a member of the Adviser, the benefits of which are payable to the Fund, or (B) any insurance covering the potential liabilities of the Fund or relating to the performance of the Board or the Adviser, or any of their principals, trustees, officers, members, employees and agents;
(12) to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in such activities and transactions as are, in the opinion of the Adviser, necessary and appropriate for the conduct of the business of the Fund without the act, vote or approval of any other Shareholders or other person;
(13) (A) to direct the formulation of investment policies and strategies for the Fund using a multi-asset and multi-manager strategy whereby some or all of the Fund's assets may be committed from time to time by the Adviser to the discretionary management of one or more Subadvisers (as defined in the Prospectus), the selection of which shall be subject to the approval of a majority (as defined in the 1000 Xxx) of the Fund's outstanding voting securities, unless the Fund receives an exemption from the provisions of the 1940 Act requiring such approval, (B) to enter into agreements with the Subadvisers that provide for, among other things, the indemnification by the Fund of the Subadvisers to substantially the same extent as provided to the Adviser hereunder, and to terminate such agreements, (C) to authorize the payment of fees and allocations of profits to Subadvisers pursuant to their respective governing documents and any rebates or reductions of such fees or allocations which shall be for the benefit of the Fund and (D) to identify appropriate Subadvisers, assess the most appropriate investment vehicles (general or limited partnerships, limited liability companies, separate managed accounts or other investment vehicles (pooled or otherwise)) that invest or trade in securities, and determine the assets to be committed to each Subadviser and invested through the Subadviser, which investments shall be subject in each case to the terms and conditions of the respective governing documents used by the Subadviser;
(14) To supply the administrator and auditor of, and 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;
(1415) to perform any actions requested or permitted to be taken by the Fund, including, without limitation, acting under delegated authority from the Fund as to matters agreed upon under this Agreement or otherwise; and
(1516) to authorize any employee or other agent of the Adviser or any employee or other agent of the Fund to act for and on behalf of the Fund in all matters incidental to the foregoing.
(b) Additionally, the Adviser agrees to provide certain administrative services to the Fund, including the provision of office space, telephone and utilities; the general supervision of the entities which are retained by the Fund to provide administrative services and custody services to the Fund; the handling of investor inquiries regarding the Fund and providing investors with information concerning their investment in the Fund and capital account balances; monitoring relations and communications between investors and the Fund; overseeing the drafting and updating of disclosure documents relating to the Fund and assisting in the distribution of all offering materials to investors; overseeing the distribution and acceptance of investor applications and confirming the receipt of such applications and funds; preparing materials and reports for use in connection with meetings of the Fund's trustees; preparing and filing any required tax or information returns; and reviewing and approving all regulatory filings required under applicable law.
(c) The Adviser, in its discretion, may use brokers who provide the Fund with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Fund, and the Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Adviser's good faith determination that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser to the Fund and its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. Whenever the Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Fund recognizes that in some cases this procedure may adversely affect the results obtained for the Fund.
(d) The Fund hereby authorizes the Adviser and any entity or person that is associated with the Adviser and which is a member of a national securities exchange to effect any transaction on such exchange that is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and Rule 11a2-2(T) thereunder for the account of the Fund, and the Fund hereby consents to the retention of compensation for such execution by the Adviser or any person or entity associated with the Adviser.
(e) The Adviser shall for all purposes be an independent contractor of the Fund, and nothing in this Agreement shall be construed as making the Fund a partner or co-venturer with the Adviser or any of its affiliates or clients. The Adviser shall have no authority to act for, represent, bind or obligate the Fund except as specifically provided for in this Agreement.
Appears in 1 contract
Samples: Investment Advisory Agreement (O'Connor Fund of Funds: Masters)
Duties as Investment Adviser. (a) Subject to the supervision of the Fund's Board of Trustees Directors (the "Board" and its members, the "Trustees"), the Adviser Manager will have full discretion and authority (i) to manage the assets and liabilities of the Fund and (ii) to manage the day-to-day business and affairs of the Fund. In furtherance of and subject to the foregoing, the Adviser Manager will have full power and authority on behalf of the Fund, among other matters:
(1) to purchase, sell, exchange, trade and otherwise deal in and with securities and other property of the Fund and to loan securities of the Fund;
(2) to do any and all acts and exercise all rights with respect to the Fund's interest in any person, firm, corporation, partnership or other entity, including, without limitation, voting interests of the Investment Funds (as defined in the Fund's prospectus Confidential Memorandum (the "ProspectusMemorandum"));
(3) to enter into agreements with the Investment Funds irrevocably to forego the Fund's right to vote its interests or shares of the Investment Funds;
(4) to enter into such other agreements with the Investment Funds that the Investment Adviser may determine to be necessary or appropriate in the interests of the Fund, as well as agreements that provide for, among other things, the indemnification by the Fund of the Investment Funds and the Investment Managers (as defined in the ProspectusMemorandum) to substantially the same or different extent as provided to for in respect of the Adviser hereunderManager, and to terminate such agreements;
(5) to open, maintain and close accounts with brokers and dealers, to make all decisions relating to the manner, method and timing of securities and other investment transactions, to select and place orders with brokers, dealers or other financial intermediaries for the execution, clearance or settlement of any transactions on behalf of the Fund on such terms as the Adviser Manager considers appropriate, and to grant limited discretionary authorization to such persons with respect to price, time and other terms of investment and trading transactions, subject to Paragraph 2(b);
(6) to borrow from banks or other financial institutions and to pledge Fund assets as collateral therefor, to trade on margin, to exercise or refrain from exercising all rights regarding the Fund's investments, and to instruct custodians regarding the settlement of transactions, the disbursement of payments to the Fund's shareholders investors (the "ShareholdersMembers") with respect to repurchases of shares of beneficial interest ("Shares") interests in the Fund ("Interests") and the payment of Fund expenses, including those relating to the organization and registration of the Fund;
(7) to call and conduct meetings of Shareholders Members at the Fund's principal office or elsewhere as it may determine and to assist the Board in calling and conducting meetings of the Board;
(8) to engage and terminate such attorneys, accountants and other professional advisers and consultants as the Adviser Manager may deem necessary or advisable in connection with the affairs of the Fund or as may be directed by the Board;
(9) to engage and terminate the services of persons other than the Subadvisers (the engagement of which shall be subject to Paragraph 2(a)(13)) to assist the Adviser Manager in providing, or to provide under the AdviserManager's control and supervision, advice and management to the Fund at the expense of the Adviser Manager and to terminate such services;
(10) as directed by the Board, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Fund or any assets of the Fund;
(11) if directed by the Board, to arrange for the purchase of (A) one or more "key man" insurance policies on the life of any principal of a member of the AdviserManager, the benefits of which are payable to the Fund, or (B) any insurance covering the potential liabilities of the Fund or relating to the performance of the Board or the AdviserManager, or any of their principals, trusteesdirectors, officers, members, employees and agents;
(12) to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in such activities and transactions as are, in the opinion of the AdviserManager, necessary and appropriate for the conduct of the business of the Fund without the act, vote or approval of any other Shareholders Members or other person;; and
(13) (A) to supply direct the administrator formulation of investment policies and auditor ofstrategies for the Fund using a multi-asset and multi-manager strategy whereby some or all of the Fund's assets may be committed from time to time by the Manager to the discretionary management of one or more Subadvisers (as defined in the Memorandum), the selection of which shall be subject to the approval of a majority (as defined in the 1940 Act) of thx Xxxx'x outstanding voting securities, unless the Fund receives an exemption from the provisions of the 1940 Act requiring such approval, (B) to enter into agreements with the Subadvisers that provide for, among other things, the indemnification by the Fund of the Subadvisers to the same or different extent as provided for in respect of the Manager, and other service providers toto terminate such agreements, 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;
(14) to perform any actions requested or permitted to be taken by the Fund, including, without limitation, acting under delegated authority from the Fund as to matters agreed upon under this Agreement or otherwise; and
(15C) to authorize the payment of fees and allocations of profits to Subadvisers pursuant to their respective governing documents and any employee rebates or other agent reductions of such fees or allocations which shall be for the Adviser or any employee or other agent benefit of the Fund and (D) to act for identify appropriate Subadvisers, assess the most appropriate investment vehicles (general or limited partnerships, limited liability companies, separate managed accounts or other investment vehicles (pooled or otherwise)) that invest or trade in securities, and on behalf determine the assets to be committed to each Subadviser and invested through the Subadviser, which investments shall be subject in each case to the terms and conditions of the Fund in all matters incidental to respective governing documents used by the foregoingSubadviser.
(b) Additionally, the Adviser agrees to provide certain administrative services to the Fund, including the provision of office space, telephone and utilities; the general supervision of the entities which are retained by the Fund to provide administrative services and custody services to the Fund; the handling of investor inquiries regarding the Fund and providing investors with information concerning their investment in the Fund and capital account balances; monitoring relations and communications between investors and the Fund; overseeing the drafting and updating of disclosure documents relating to the Fund and assisting in the distribution of all offering materials to investors; overseeing the distribution and acceptance of investor applications and confirming the receipt of such applications and funds; preparing materials and reports for use in connection with meetings of the Fund's trustees; preparing and filing any required tax or information returns; and reviewing and approving all regulatory filings required under applicable law.
(c) The AdviserManager, in its discretion, may use brokers who provide the Fund with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Fund, and the Adviser Manager may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the AdviserManager's good faith determination that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser Manager to the Fund and its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. Whenever the Adviser Manager simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the AdviserManager, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Fund recognizes that in some cases this procedure may adversely affect the results obtained for the Fund.
(dc) The Fund hereby authorizes the Adviser Manager and any entity or person that is associated with the Adviser and Manager which is a member of a national securities exchange to effect any transaction on such exchange that for the account of the Fund, which transaction is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and Rule 11a2-2(T) thereunder for the account of the Fundthereunder, and the Fund hereby consents to the retention of compensation for such execution by the Adviser Manager or any person or entity associated with the AdviserManager.
(e) The Adviser shall for all purposes be an independent contractor of the Fund, and nothing in this Agreement shall be construed as making the Fund a partner or co-venturer with the Adviser or any of its affiliates or clients. The Adviser shall have no authority to act for, represent, bind or obligate the Fund except as specifically provided for in this Agreement.
Appears in 1 contract
Samples: Investment Management Agreement (Ubs Pw Credit & Recovery Fund LLC)
