Duties as Investment Adviser. (a) Subject to the supervision of the Fund's Board of Directors (the "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 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 confidential offering memorandum (the "Memorandum")); (3) to enter into agreements with the Investment Funds irrevocably to forego the right to vote interests or shares of the Investment Funds; (4) to enter into agreements with the Investment Funds that provide for, among other things, the indemnification by the Fund of the Investment Funds and the Investment Fund Managers (as defined in the Memorandum) to the same or different extent as provided for in respect of the Adviser, 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 other payments to the Fund's investors ("Investors") with respect to repurchases of units of limited liability company interests in the Fund ("Units"), and the payment of Fund expenses; (7) to call and conduct meetings of 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; (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 Investors or person. (b) The Adviser, in its discretion, and to the extent permitted by applicable law, may use brokers 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 the particular transaction or 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. Should the Adviser simultaneously 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. (c) 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) overseeing the maintenance and updating of Investor information, such as change of address and employment; (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; (9) coordinating and organizing meetings of the Board; (10) preparing materials and reports for use in connection with meetings of the Board; (11) overseeing the preparation of and filing of any required tax or information returns; and (12) 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 3 contracts
Samples: Investment Advisory Agreement (CPG Focused Access Fund, LLC), Investment Advisory Agreement (CPG Focused Access Fund, LLC), Investment Advisory Agreement (CPG Focused Access Fund, LLC)
Duties as Investment Adviser. (a) Subject to the supervision of the Fund's Board of Directors (the "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 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 confidential offering memorandum (the "Memorandum"));
(3) to enter into agreements with the Investment Funds irrevocably to forego the right to vote interests or shares of the Investment Funds;
(4) to enter into agreements with the Investment Funds that provide for, among other things, the indemnification by the Fund of the Investment Funds and the Investment Fund Managers (as defined in the Memorandum) to the same or different extent as provided for in respect of the Adviser, 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);
(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 investments, and to instruct custodians regarding the settlement of transactions, the disbursement of distributions and other payments to the Fund's investors (the "InvestorsMembers") with respect to repurchases of units of limited liability company interests in the Fund ("UnitsInterests"), ) and the payment of Fund expenses, including those relating to the organization and registration of the Fund;
(74) to call and conduct meetings of Investors 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) 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 control and supervision, advice and management with respect to the Fund at the expense of the AdviserAdviser 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 respective 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 Investors Members or person.
(b) The Adviser, in its discretion, and to the extent permitted by applicable law, may use brokers that 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 either 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. Should Whenever the Adviser simultaneously place 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.
(c) 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) overseeing the maintenance and updating of Investor information, such as change of address and employment;
(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;
(9) coordinating and organizing meetings of the Board;
(10) preparing materials and reports for use in connection with meetings of the Board;
(11) overseeing the preparation of and filing of any required tax or information returns; and
(12) reviewing and approving all regulatory filings required under applicable law. Notwithstanding the appointment of hereby authorizes the Adviser and any entity or person associated with the Adviser which is a member of a national securities exchange to provide services hereunder, effect any transaction on such exchange for the Board shall remain responsible for supervising the management, business and affairs 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, and the Fund hereby consents to the retention of compensation by the Adviser or any person or entity associated with the Adviser.
Appears in 2 contracts
Samples: Investment Advisory Agreement (Pw Sequoia Fund LLC), Investment Advisory Agreement (Pw Eucalyptus Fund LLC)
Duties as Investment Adviser. (a) Subject to the supervision of the Fund's Board of Directors (the "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 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 confidential offering memorandum (the "Memorandum"));
(3) to enter into agreements with the Investment Funds irrevocably to forego the right to vote interests or shares of the Investment Funds;
(4) to enter into agreements with the Investment Funds that provide for, among other things, the indemnification by the Fund of the Investment Funds and the Investment Fund Managers (as defined in the Memorandum) to the same or different extent as provided for in respect of the Adviser, 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 investors ("Investors") with respect to repurchases of units of limited liability company interests in the Fund ("Units"), and the payment of Fund expenses;
(7) to call and conduct meetings of 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;
(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 Investors or person.
(b) The Adviser, in its discretion, and to the extent permitted by applicable law, may use brokers 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 the particular transaction or 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. Should the Adviser simultaneously 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.
(c) 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 administration, accounting, transfer agency, custody, audit and custody other 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 and updating of disclosure documents relating to the Fund and assisting in the provision of all preparing and providing offering materials to Investors;
(6) overseeing the maintenance and updating of Investor information, such as change of address and employmentaddress;
(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 Unitsunits 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;
(1011) preparing materials and reports for use in connection with meetings of the Board;
(1112) 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 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
(1214) 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 Vintage Access Fund V, LLC), Investment Advisory Agreement (CPG Vintage Access Fund IV, LLC)
Duties as Investment Adviser. (a) Subject to the supervision of the Fund's Board of Directors (the "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 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 confidential offering memorandum prospectus (the "MemorandumProspectus"));
(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 agreements with the Investment Funds that provide for, among other things, the indemnification by the Fund of the Investment Funds and the Investment Fund Managers (as defined in the MemorandumProspectus) to the same or different extent as provided for in respect of the Adviser, 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 other payments to the Fund's investors (the "InvestorsMembers") with respect to repurchases of units of limited liability company interests in the Fund ("UnitsInterests"), ) and the payment of Fund expenses, including those relating to the organization and registration of the Fund;
(7) to call and conduct meetings of Investors 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 with respect to the Fund at the expense of the AdviserAdviser 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 respective 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 Investors Members or person; and
(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 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 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.
(b) The Adviser, in its discretion, and to the extent permitted by applicable law, may use brokers that 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 either 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. Should Whenever the Adviser simultaneously place 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.
(c) 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) overseeing the maintenance and updating of Investor information, such as change of address and employment;
(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;
(9) coordinating and organizing meetings of the Board;
(10) preparing materials and reports for use in connection with meetings of the Board;
(11) overseeing the preparation of and filing of any required tax or information returns; and
(12) reviewing and approving all regulatory filings required under applicable law. Notwithstanding the appointment of hereby authorizes the Adviser and any entity or person associated with the Adviser which is a member of a national securities exchange to provide services hereunder, effect any transaction on such exchange for the Board shall remain responsible for supervising the management, business and affairs 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, and the Fund hereby consents to the retention of compensation by the Adviser or any person or entity associated with the Adviser.
Appears in 2 contracts
Samples: Investment Advisory Agreement (Ubs M3 Fund LLC), Investment Advisory Agreement (Ubs M3 Fund LLC)
Duties as Investment Adviser. (a) Subject to the supervision of the Fund's Board of Directors (the "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 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 confidential offering memorandum (the "Memorandum"));
(3) to enter into agreements with the Investment Funds irrevocably to forego the right to vote interests or shares of the Investment Funds;
(4) to enter into agreements with the Investment Funds that provide for, among other things, the indemnification by the Fund of the Investment Funds and the Investment Fund Managers (as defined in the Memorandum) to the same or different extent as provided for in respect of the Adviser, 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 other payments to the Fund's investors ("Investors") with respect to repurchases of units of limited liability company interests in the Fund ("Units"), and the payment of Fund expenses;
(7) to call and conduct meetings of 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;
(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 Investors or person.
(b) The Adviser, in its discretion, and to the extent permitted by applicable law, may use brokers 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 the particular transaction or 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. Should the Adviser simultaneously 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.
(c) 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) overseeing the maintenance and updating of Investor information, such as change of address and employment;
(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 Unitsunits of beneficial interest 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) overseeing the preparation of and filing of any required tax or information returns; and
(12) 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 1 contract
Samples: Investment Advisory Agreement (CPG Vintage Access Fund, LLC)
Duties as Investment Adviser. (a) Subject to the supervision of the Fund's ’s Board of Directors (the "“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 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 confidential offering memorandum (the "Memorandum"));
(3) to enter into agreements with the Investment Funds irrevocably to forego the right to vote interests or shares of the Investment Funds;
(4) to enter into agreements with the Investment Funds that provide for, among other things, the indemnification by the Fund of the Investment Funds and the Investment Fund Managers (as defined in the Memorandum) to the same or different extent as provided for in respect of the Adviser, 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);
(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 distributions and other payments to the Fund's ’s investors ("Investors"the “Members”) with respect to repurchases of units of limited liability company interests in the Fund ("Units"), “Interests”) and the payment of Fund expenses, including those relating to the organization and registration of the Fund;
(74) to call and conduct meetings of Investors 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) 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 with respect to the Fund at the expense of the AdviserAdviser 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 respective 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 Investors Members or person.
(b) The Adviser, in its discretion, and to the extent permitted by applicable law, may use brokers that 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 either 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. Should Whenever the Adviser simultaneously place 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.
(c) 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) overseeing the maintenance and updating of Investor information, such as change of address and employment;
(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;
(9) coordinating and organizing meetings of the Board;
(10) preparing materials and reports for use in connection with meetings of the Board;
(11) overseeing the preparation of and filing of any required tax or information returns; and
(12) reviewing and approving all regulatory filings required under applicable law. Notwithstanding the appointment of hereby authorizes the Adviser and any entity or person associated with the Adviser which is a member of a national securities exchange to provide services hereunder, effect any transaction on such exchange for the Board shall remain responsible for supervising the management, business and affairs 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, and the Fund hereby consents to the retention of compensation by the Adviser or any person or entity associated with the Adviser.
Appears in 1 contract
Samples: Investment Advisory Agreement (Pw Cypress Fund LLC)
Duties as Investment Adviser. (a) Subject to the supervision of the Fund's ’s Board of Directors (the "“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 ’s confidential offering memorandum (the "“Memorandum"”));
(3) to enter into agreements with the Investment Funds irrevocably to forego the right to vote interests or shares of the Investment Funds;
(4) to enter into agreements with the Investment Funds that provide for, among other things, the indemnification by the Fund of the Investment Funds and the Investment Fund Managers (as defined in the Memorandum) to the same or different extent as provided for in respect of the Adviser, 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 other payments to the Fund's ’s investors ("“Investors") with respect to repurchases of units of limited liability company interests in the Fund ("Units"”), and the payment of Fund expenses;
(7) to call and conduct meetings of 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;
(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 Investors or person.
(b) The Adviser, in its discretion, and to the extent permitted by applicable law, may use brokers 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 the particular transaction or 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. Should the Adviser simultaneously 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.
(c) 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) overseeing the maintenance and updating of Investor information, such as change of address and employment;
(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 Unitsunits of limited liability company interests 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) overseeing the preparation of and filing of any required tax or information returns; and
(12) 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 1 contract
Samples: Investment Advisory Agreement (CPG Vintage Access Fund III, LLC)
Duties as Investment Adviser. (a) Subject to the supervision of the Fund's ’s Board of Directors Trustees (the "“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 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 confidential offering memorandum (the "Memorandum"));
(3) to enter into agreements with the Investment Funds irrevocably to forego the right to vote interests or shares of the Investment Funds;
(4) to enter into agreements with the Investment Funds that provide for, among other things, the indemnification by the Fund of the Investment Funds and the Investment Fund Managers (as defined in the Memorandum) to the same or different extent as provided for in respect of the Adviser, 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);
(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 distributions and other payments to the Fund's investors ’s shareholders ("Investors"the “Shareholders”) with respect to repurchases of units shares of limited liability company interests beneficial interest in the Fund ("Units"), and the payment of Fund expenses, including those relating to the organization and registration of the Fund;
(74) to call and conduct meetings of Investors 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 with respect to the Fund at the expense of the AdviserAdviser 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 respective principals, trustees, 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 Investors shareholders or person.
(b) The Adviser, in its discretion, and to the extent permitted by applicable law, may use brokers that 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 either 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. Should Whenever the Adviser simultaneously place 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.
(c) The Fund hereby authorizes the Adviser agrees and any entity or person affiliated with the Adviser to provide certain management effect any securities transaction for the account of the Fund, including over an exchange, and administrative services the Fund hereby consents to the Fund. These services shall include:
(1) the provision retention 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 compensation 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 Adviser or updating of disclosure documents relating to the Fund and assisting in the provision of all offering materials to Investors;
(6) overseeing the maintenance and updating of Investor information, such as change of address and employment;
(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;
(9) coordinating and organizing meetings of the Board;
(10) preparing materials and reports for use affiliate in connection with meetings of the Board;
(11) overseeing the preparation of and filing of any required tax or information returns; and
(12) 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 effecting securities transactions for supervising the management, business and affairs of the Fund.
Appears in 1 contract
Duties as Investment Adviser. (a) Subject to the supervision of the Fund's ’s Board of Directors (the "“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 ’s confidential offering memorandum (the "“Memorandum"”));
(3) to enter into agreements with the Investment Funds irrevocably to forego the right to vote interests or shares of the Investment Funds;
(4) to enter into agreements with the Investment Funds that provide for, among other things, the indemnification by the Fund of the Investment Funds and the Investment Fund Managers (as defined in the Memorandum) to the same or different extent as provided for in respect of the Adviser, 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 other payments to the Fund's ’s investors ("“Investors"”) with respect to repurchases of units of limited liability company interests beneficial interest in the Fund ("“Units"”), and the payment of Fund expenses;
(7) to call and conduct meetings of 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;
(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 Investors or person.
(b) The Adviser, in its discretion, and to the extent permitted by applicable law, may use brokers 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 the particular transaction or 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. Should the Adviser simultaneously 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.
(c) The Fund hereby authorizes the Adviser and any entity or person associated with the Adviser or selected by the Adviser that is a member of a national securities exchange to effect any transaction on such exchange 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, and the Fund hereby consents to the retention of compensation by the Adviser or any person or entity associated with the Adviser.
(d) 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) overseeing the maintenance maintaining and updating of Investor information, such as change of address and employment;
(7) overseeing the distribution and acceptance of Investor Applications (as defined in the Memorandum) and confirming the receipt of such Investor Applications applications and funds;
(8) issuing instruments certifying Investor ownership of UnitsUnits 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) overseeing the preparation of preparing and filing of any required tax or information returns; and
(12) 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 1 contract
Samples: Investment Advisory Agreement (CPG Carlyle Private Equity Master Fund, LLC)
Duties as Investment Adviser. (a) Subject to the supervision of the Fund's Board of Directors Trustees (the "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 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 confidential offering memorandum (the "Memorandum"));
(3) to enter into agreements with the Investment Funds irrevocably to forego the right to vote interests or shares of the Investment Funds;
(4) to enter into agreements with the Investment Funds that provide for, among other things, the indemnification by the Fund of the Investment Funds and the Investment Fund Managers (as defined in the Memorandum) to the same or different extent as provided for in respect of the Adviser, 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);
(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 investments, and to instruct custodians regarding the settlement of transactions, the disbursement of distributions and other payments to the Fund's investors (the "InvestorsShareholders") with respect to repurchases of units of limited liability company interests shares in the Fund ("UnitsShares"), ) and the payment of Fund expenses, including those relating to the organization and registration of the Fund;
(74) to call and conduct meetings of Investors 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) 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 control and supervision, advice and management with respect to the Fund at the expense of the AdviserAdviser 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 respective 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 Investors Shareholders or person.
(b) The Adviser, in its discretion, and to the extent permitted by applicable law, may use brokers that 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 either 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. Should Whenever the Adviser simultaneously place 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.
(c) 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) overseeing the maintenance and updating of Investor information, such as change of address and employment;
(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;
(9) coordinating and organizing meetings of the Board;
(10) preparing materials and reports for use in connection with meetings of the Board;
(11) overseeing the preparation of and filing of any required tax or information returns; and
(12) reviewing and approving all regulatory filings required under applicable law. Notwithstanding the appointment of hereby authorizes the Adviser and any entity or person associated with the Adviser which is a member of a national securities exchange to provide services hereunder, effect any transaction on such exchange for the Board shall remain responsible for supervising the management, business and affairs 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, and the Fund hereby consents to the retention of compensation by the Adviser or any person or entity associated with the Adviser.
(d) The Adviser shall be responsible for preparing the Fund's registration statement and for managing the Fund's investment program in accordance with the Fund's registration statement. In connection therewith, the Adviser represents and warrants that the registration statement will not contain any untrue statement of material fact or omit material facts necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Investment Advisory Agreement (Central Park Group Multi-Event Fund)
Duties as Investment Adviser. (a) Subject to the supervision of the Fund's ’s Board of Directors (the "“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 ’s confidential offering memorandum (the "“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 agreements with the Investment Funds that provide for, among other things, the indemnification by the Fund of the Investment Funds and the Investment Fund Managers (as defined in the Memorandum) to the same or different extent as provided for in respect of the Adviser, 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 other payments to the Fund's ’s investors ("“Investors"”) with respect to repurchases of units of limited liability company interests beneficial interest in the Fund ("“Units"”), and the payment of Fund expenses;
(7) to call and conduct meetings of 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;
(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 Investors or person.
(b) The Adviser, in its discretion, and to the extent permitted by applicable law, may use brokers 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 the particular transaction or 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. Should the Adviser simultaneously 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.
(c) The Fund hereby authorizes the Adviser and any entity or person associated with the Adviser or selected by the Adviser that is a member of a national securities exchange to effect any transaction on such exchange 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, and the Fund hereby consents to the retention of compensation by the Adviser or any person or entity associated with the Adviser.
(d) 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) overseeing the maintenance maintaining and updating of Investor information, such as change of address and employment;
(7) overseeing the distribution and acceptance of Investor Applications (as defined in the Memorandum) and confirming the receipt of such Investor Applications applications and funds;
(8) issuing instruments certifying Investor ownership of UnitsUnits 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) overseeing the preparation of preparing and filing of any required tax or information returns; and
(12) 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 1 contract
Samples: Investment Advisory Agreement (CPG JP Morgan Alternative Strategies Fund, LLC)
Duties as Investment Adviser. (a) Subject to the supervision of the Fund's Board of Directors (the "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 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 confidential offering memorandum (the "Memorandum"));
(3) to enter into agreements with the Investment Funds irrevocably to forego the right to vote interests or shares of the Investment Funds;
(4) to enter into agreements with the Investment Funds that provide for, among other things, the indemnification by the Fund of the Investment Funds and the Investment Fund Managers (as defined in the Memorandum) to the same or different extent as provided for in respect of the Adviser, 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 other payments to the Fund's investors ("Investors") with respect to repurchases of units of limited liability company interests in the Fund ("Units"), and the payment of Fund expenses;
(7) to call and conduct meetings of 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;
(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 Investors or person.
(b) The Adviser, in its discretion, and to the extent permitted by applicable law, may use brokers 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 the particular transaction or 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. Should the Adviser simultaneously 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.
(c) 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) overseeing the maintenance and updating of Investor information, such as change of address and employment;
(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 Unitsunits of limited liability company interests 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) overseeing the preparation of and filing of any required tax or information returns; and
(12) 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 1 contract
Samples: Investment Advisory Agreement (CPG Vintage Access Fund II, LLC)
Duties as Investment Adviser. (a) Subject to the supervision of the Fund's ’s Board of Directors (the "“Board"”), 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 or shares of the Investment Funds (unless waived as provided in the immediately succeeding paragraph) (as defined in the Fund's confidential offering memorandum ’s prospectus (the "Memorandum"“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 agreements with the Investment Funds that provide for, among other things, the indemnification by the Fund of the Investment Funds and the Investment Fund Managers (as defined in the MemorandumProspectus) to the same or different extent as provided for in respect of the AdviserManager, 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 distributions and other payments to the Fund's ’s investors ("Investors"the “Members”) with respect to repurchases of units of limited liability company interests in the Fund ("Units"), “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 Investors 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 Adviser's Manager’s control and supervision, advice and management with respect to the Fund at the expense of the AdviserManager 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 respective 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 Investors Members or person; and
(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 Manager 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 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 Manager, 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.
(b) The AdviserManager, in its discretion, and to the extent permitted by applicable law, may use brokers that 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 either the particular transaction or of the overall responsibility of the Adviser Manager 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. Should Whenever the Adviser Manager simultaneously place 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.
(c) The Adviser agrees Fund hereby authorizes the Manager and any entity or person associated with the Manager which is a member of a national securities exchange to provide certain management and administrative services to effect any transaction on such exchange for 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) overseeing the maintenance and updating of Investor information, such as change of address and employment;
(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;
(9) coordinating and organizing meetings of the Board;
(10) preparing materials and reports for use in connection with meetings of the Board;
(11) overseeing the preparation of and filing of any required tax or information returns; and
(12) 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 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, and the Fund hereby consents to the retention of compensation by the Manager or any person or entity associated with the Manager.
Appears in 1 contract
Samples: Investment Management Agreement (Ubs Pw Opportunity Fund LLC)
Duties as Investment Adviser. (a) Subject to the supervision of the Fund's Board of Directors (the "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 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 confidential offering memorandum (the "Memorandum"));
(3) to enter into agreements with the Investment Funds irrevocably to forego the right to vote interests or shares of the Investment Funds;
(4) to enter into agreements with the Investment Funds that provide for, among other things, the indemnification by the Fund of the Investment Funds and the Investment Fund Managers (as defined in the Memorandum) to the same or different extent as provided for in respect of the Adviser, 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);
(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 investments, and to instruct custodians regarding the settlement of transactions, the disbursement of distributions and other payments to the Fund's investors (the "InvestorsMembers") with respect to repurchases of units of limited liability company interests in the Fund ("UnitsInterests"), ) and the payment of Fund expenses, including those relating to the organization and registration of the Fund;
(74) to call and conduct meetings of Investors 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) 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 control and supervision, advice and management with respect to the Fund at the expense of the AdviserAdviser 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 respective 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 Investors Members or person.
(b) The Adviser, in its discretion, and to the extent permitted by applicable law, may use brokers that 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 either 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. Should Whenever the Adviser simultaneously place 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.
(c) 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) overseeing the maintenance and updating of Investor information, such as change of address and employment;
(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;
(9) coordinating and organizing meetings of the Board;
(10) preparing materials and reports for use in connection with meetings of the Board;
(11) overseeing the preparation of and filing of any required tax or information returns; and
(12) reviewing and approving all regulatory filings required under applicable law. Notwithstanding the appointment of hereby authorizes the Adviser and any entity or person associated with the Adviser which is a member of a national securities exchange to provide services hereunder, effect any transaction on such exchange for the Board shall remain responsible for supervising the management, business and affairs account of the Fund, which transaction is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and the Fund hereby consents to the retention of compensation by the Adviser or any person or entity associated with the Adviser.
Appears in 1 contract
Duties as Investment Adviser. (a) Subject to the supervision of the Fund's ’s Board of Directors (the "“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 confidential offering memorandum ’s Confidential Memorandum (the "“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 agreements with the Investment Funds that provide for, among other things, the indemnification by the Fund of the Investment Funds and the Investment Fund Managers (as defined in the Memorandum) to the same or different extent as provided for in respect of the Adviser, 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 other payments to the Fund's ’s investors ("Investors"the “Members”) with respect to repurchases of units of limited liability company interests in the Fund ("Units"), “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 Investors 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 ’s control and supervision, advice and management with respect to the Fund at the expense of the AdviserAdviser 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 respective 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 Investors Members or person; and
(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 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 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.
(b) The Adviser, in its discretion, and to the extent permitted by applicable law, may use brokers that 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 either 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. Should Whenever the Adviser simultaneously place 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.
(c) 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) overseeing the maintenance and updating of Investor information, such as change of address and employment;
(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;
(9) coordinating and organizing meetings of the Board;
(10) preparing materials and reports for use in connection with meetings of the Board;
(11) overseeing the preparation of and filing of any required tax or information returns; and
(12) reviewing and approving all regulatory filings required under applicable law. Notwithstanding the appointment of hereby authorizes the Adviser and any entity or person associated with the Adviser which is a member of a national securities exchange to provide services hereunder, effect any transaction on such exchange for the Board shall remain responsible for supervising the management, business and affairs 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, and the Fund hereby consents to the retention of compensation by the Adviser or any person or entity associated with the Adviser.
Appears in 1 contract
Samples: Investment Advisory Agreement (Ubs Pw Technology Partners LLC)
Duties as Investment Adviser. (a) Subject to the supervision of the Fund's Board of Directors (the "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 interest in any person, firm, corporation, partnership or other entity, including, without limitation, voting interests or shares of the Investment Funds (as defined in the Fund's confidential memorandum (the "Memorandum")), unless waived as provided in the immediately succeeding paragraph) (as defined in the Fund's confidential offering memorandum (the "Memorandum"));
(3) to enter into agreements with the Investment Funds irrevocably to forego the right to vote interests or shares of the Investment Funds;
(4) to enter into agreements with the Investment Funds that provide for, among other things, the indemnification by the Fund of the Investment Funds and the Investment Fund Managers (as defined in the Memorandum) to the same or different extent as provided for in respect of the Adviser, and to terminate such agreements;
(5) to delegate, in compliance with applicable law and subject to required approvals by the Board and the Fund's investors ("Investors"), to one or more Investment Managers any of the duties enumerated in this Agreement, including the management of a portion of the Fund's assets; provided, that in each case the Adviser will continue to oversee the services provided by such Investment Manager and its employees and any such delegation will not relieve the Adviser of any of its obligations under this Agreement;
(6) 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);
(67) 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 distributions, the disbursement of other payments to the Fund's investors ("Investors") Investors including, but not limited to, in connection with respect to repurchases of units shares of limited liability company interests in of the Fund ("UnitsShares"), and the payment of Fund expenses;
(7) 8) to call and conduct meetings of 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) 9) 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;
(910) 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;
(1011) 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 respective principals, partners, directors, trustees, officers, members, employees and agents; and
(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, necessary and appropriate for the conduct of the business of the Fund without the act, vote or approval of any other Investors or person.
(b) The Adviser, in its discretion, and to the extent permitted by applicable law, may use brokers 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 the particular transaction or 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. Should the Adviser simultaneously 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.
(c) The Adviser agrees to provide certain management and administrative services to the Fund. These services shall include:
(1) the provision of providing office space, telephone and utilities;
(2) providing administrative and secretarial, clerical and other personnel as necessary to provide the services required to be provided under this Agreement;
(23) the general supervision of supervising the entities which are retained by the Fund to provide administrative services administration, accounting, transfer agency, custody, escrow, audit and custody other services to the Fund;
(34) the handling of Investor inquiries regarding the Fund and providing Investors with information concerning their investment in the Fund;
(45) monitoring relations and communications between Investors and the Fund;
(56) overseeing assisting in the drafting or and updating of disclosure documents relating to the Fund and assisting in the preparing and provision of all offering materials to Investors;
(67) overseeing the maintenance maintaining and updating of Investor information, such as change of address and employment;
(7) 8) overseeing the preparation and distribution and acceptance of Investor Applications Subscription Agreements (as defined in the Memorandum) and confirming the receipt of such Investor Applications Subscription Agreements and funds;
(8) 9) reviewing Investor qualifications and Subscription Agreements and otherwise assisting in administrative matters relating to the processing of subscriptions for Shares;
(10) issuing instruments or documents certifying Investor ownership of UnitsShares;
(911) monitoring compliance with regulatory requirements and with the Fund's investment objective, policies and restrictions;
(12) reviewing accounting records and financial reports of the Fund, assisting with the preparation of the financial reports of the Fund and acting as liaison with the Fund's accounting agent and independent registered public accounting firm;
(13) coordinating and organizing meetings of the Board;
(1014) preparing materials and reports for use in connection with meetings of the Board;
(1115) 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);
(16) reviewing and arranging for payment of the expenses of the Fund;
(17) overseeing the preparation of and filing of any required tax or information returns; and
(1218) assisting in the preparation of, and reviewing and approving all approving, 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 1 contract
Duties as Investment Adviser. (a) Subject to the supervision of the Fund's ’s Board of Directors Trustees (the "“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 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 confidential offering memorandum (the "Memorandum"));
(3) to enter into agreements with the Investment Funds irrevocably to forego the right to vote interests or shares of the Investment Funds;
(4) to enter into agreements with the Investment Funds that provide for, among other things, the indemnification by the Fund of the Investment Funds and the Investment Fund Managers (as defined in the Memorandum) to the same or different extent as provided for in respect of the Adviser, 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);
(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 distributions and other payments to the Fund's ’s investors ("Investors"the “Shareholders”) with respect to repurchases of units of limited liability company interests shares in the Fund ("Units"), “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 Investors 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 with respect to the Fund at the expense of the AdviserAdviser 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 respective 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 Investors Shareholders or person.
(b) The Adviser, in its discretion, and to the extent permitted by applicable law, may use brokers that 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 either 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. Should Whenever the Adviser simultaneously place 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.
(c) 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) overseeing the maintenance and updating of Investor information, such as change of address and employment;
(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;
(9) coordinating and organizing meetings of the Board;
(10) preparing materials and reports for use in connection with meetings of the Board;
(11) overseeing the preparation of and filing of any required tax or information returns; and
(12) reviewing and approving all regulatory filings required under applicable law. Notwithstanding the appointment of hereby authorizes the Adviser and any entity or person associated with the Adviser which is a member of a national securities exchange to provide services hereunder, effect any transaction on such exchange for the Board shall remain responsible for supervising the management, business and affairs 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, and the Fund hereby consents to the retention of compensation by the Adviser or any person or entity associated with the Adviser.
Appears in 1 contract
Samples: Investment Advisory Agreement (Central Park Group Multi-Event Fund)
