Duties of Adviser. (a) The Manager hereby appoints the Adviser to act as investment adviser to the Company, for the period and on the terms set forth in this Agreement, pursuant to the policies set forth in the Company's Private Placement Memorandum and the Investment Management Agreement between the Company and the Manager (the "Management Agreement"), as the Management Agreement may be amended from time to time with notice to the Adviser. The Adviser specifically acknowledges its obligations to follow the policies as set forth in the Company's Private Placement Memorandum and the Management Agreement, provided that the Adviser shall not be obligated to follow any amendment to the policies to the Company or the Management Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Manager employs the Adviser to formulate a continuing investment program in accordance with the investment objective and strategies set forth in the Company's Private Placement Memorandum and to manage the investment and reinvestment of the assets of the Company, to continuously review, supervise and administer the investment program of the Company, to determine in its discretion the securities to be purchased or sold and the portion of the Company's assets to be held uninvested, to provide the Manager and the Company with records concerning the Adviser's activities which the Company is required to maintain and upon request, to render regular reports to the Company's officers and Board of Directors (the "Board") concerning the Adviser's discharge of the foregoing responsibilities. Without limiting the generality of the foregoing, the Adviser is specifically authorized to invest the Company's assets (which may constitute, in the aggregate, all of the Company's assets) in unregistered investment funds or other investment vehicles and registered investment companies ("Investment Funds") which are managed by investment managers ("Investment Managers"). The Adviser shall discharge the foregoing responsibilities subject to the control of the officers and the Board, and in compliance with the objectives, policies and limitations set forth in the Company's private placement memorandum, as the same may be amended or supplemented from time to time with notice to the Adviser, and applicable laws and regulations. (b) Without limiting the forgoing, the Adviser acknowledges its responsibility and agrees to conduct proper due diligence on the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the Company. (c) The Adviser accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein.
Appears in 4 contracts
Samples: Investment Advisory Agreement (Mercantile Long Short Manager Fund LLC), Investment Advisory Agreement (Mercantile Alternative Strategies Fund LLC), Investment Advisory Agreement (Mercantile Alternative Strategies Fund LLC)
Duties of Adviser. (a) The Manager hereby appoints the Adviser to act as investment adviser to the Company, for the period and on the terms set forth in this Agreement, pursuant to the policies set forth in the Company's Private Placement Memorandum ’s registration statement, including the information therein incorporated by reference, filed with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the “1940 Act”), (File No. 811-21816) (the “Registration Statement”), and the Investment Management Agreement between the Company and the Manager (the "“Management Agreement"”), as the Management Agreement may be amended from time to time with notice to the Adviser. The Adviser specifically acknowledges its obligations to follow the policies as set forth in the Company's Private Placement Memorandum ’s Registration Statement and the Management Agreement, provided that the Adviser shall not be obligated to follow any amendment to the policies to the Company or the Management Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Manager employs the Adviser to formulate a continuing investment program in accordance with the investment objective and strategies set forth in the Company's Private Placement Memorandum ’s Registration Statement and to manage the investment and reinvestment of the assets of the Company, to continuously review, supervise and administer the investment program of the Company, to determine in its discretion the securities to be purchased or sold and the portion of the Company's ’s assets to be held uninvested, to provide the Manager and the Company with records concerning the Adviser's ’s activities which the Company is required to maintain and upon request, to render regular reports to the Company's ’s officers and Board of Directors (the "“Board"”) concerning the Adviser's ’s discharge of the foregoing responsibilities. Without limiting the generality of the foregoing, the Adviser is specifically authorized to invest the Company's ’s assets (which may constitute, in the aggregate, all of the Company's ’s assets) in unregistered investment funds or other investment vehicles and registered investment companies ("“Investment Funds"”) which are managed by investment managers ("“Investment Managers"”). The Adviser shall discharge the foregoing responsibilities subject to the control oversight of the officers and the Board, and in compliance with the objectives, policies and limitations set forth in the Company's private placement memorandum’s Registration Statement, as the same may be amended or supplemented from time to time with notice to the Adviser, and applicable laws and regulations.
(b) Without limiting the forgoingforegoing, the Adviser acknowledges its responsibility and agrees to conduct proper due diligence on potential investments in the Investment Funds and their Investment Managers as is required by its fiduciary roleManagers, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the Company.
(c) The Adviser shall vote proxies with respect to the Investment Funds or any other portfolio securities in accordance with its Proxy Voting Policies and Procedures, a copy of which has been provided to the Company and the Manager.
(d) The Adviser accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein.
Appears in 4 contracts
Samples: Investment Advisory Agreement (PNC Alternative Strategies Fund LLC), Investment Advisory Agreement (PNC Alternative Strategies TEDI Fund LLC), Investment Advisory Agreement (Mercantile Alternative Strategies Fund for Tax-Exempt/Deferred Investors (TEDI) LLC)
Duties of Adviser. (a) The Manager hereby appoints the Adviser to act as investment adviser to the Company, for the period and on the terms set forth in this Agreement, pursuant to the policies set forth in the Company's Private Placement Memorandum ’s registration statement, including the information therein incorporated by reference, filed with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the “1940 Act”), (File No. 811-21818) (the “Registration Statement”), and the Investment Management Agreement between the Company and the Manager (the "“Management Agreement"”), as the Management Agreement may be amended from time to time with notice to the Adviser. The Adviser specifically acknowledges its obligations to follow the policies as set forth in the Company's Private Placement Memorandum ’s Registration Statement and the Management Agreement, provided that the Adviser shall not be obligated to follow any amendment to the policies to the Company or the Management Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Manager employs the Adviser to formulate a continuing investment program in accordance with the investment objective and strategies set forth in the Company's Private Placement Memorandum ’s Registration Statement and to manage the investment and reinvestment of the assets of the Company, to continuously review, supervise and administer the investment program of the Company, to determine in its discretion the securities to be purchased or sold and the portion of the Company's ’s assets to be held uninvested, to provide the Manager and the Company with records concerning the Adviser's ’s activities which the Company is required to maintain and upon request, to render regular reports to the Company's ’s officers and Board of Directors (the "“Board"”) concerning the Adviser's ’s discharge of the foregoing responsibilities. Without limiting the generality of the foregoing, the Adviser is specifically authorized to invest the Company's ’s assets (which may constitute, in the aggregate, all of the Company's ’s assets) in unregistered investment funds or other investment vehicles and registered investment companies ("“Investment Funds"”) which are managed by investment managers ("“Investment Managers"”). The Adviser shall discharge the foregoing responsibilities subject to the control oversight of the officers and the Board, and in compliance with the objectives, policies and limitations set forth in the Company's private placement memorandum’s Registration Statement, as the same may be amended or supplemented from time to time with notice to the Adviser, and applicable laws and regulations.
(b) Without limiting the forgoingforegoing, the Adviser acknowledges its responsibility and agrees to conduct proper due diligence on potential investments and the Investment Funds and their Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the Company.
(c) The Adviser shall vote proxies with respect to the Investment Funds or any other portfolio securities in accordance with its Proxy Voting Policies and Procedures, a copy of which has been provided to the Company and the Manager.
(d) The Adviser accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein.
Appears in 4 contracts
Samples: Investment Advisory Agreement (PNC Long-Short TEDI Fund LLC), Investment Advisory Agreement (PNC Long-Short Fund LLC), Interim Investment Advisory Agreement (PNC Long-Short TEDI Fund LLC)
Duties of Adviser. (a) The Manager hereby appoints the Adviser to act as investment adviser to the Company, for the period and on the terms set forth in this Agreement, pursuant to the policies set forth in the Company's Private Placement Memorandum and the Investment Management Agreement between the Company and the Manager (the "Management Agreement"), as the Management Agreement may be amended from time to time with notice to the Adviser. The Adviser specifically acknowledges its obligations to follow the policies as set forth in the Company's Private Placement Memorandum and the Management Agreement, provided that the Adviser shall not be obligated to follow any amendment to the policies to the Company or the Management Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Manager employs the Adviser to formulate a continuing investment program in accordance with the investment objective and strategies set forth in the Company's Private Placement Memorandum and to manage the investment and reinvestment of the assets such portion, if any, of the CompanyPortfolios’ assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise supervise, and administer the investment program of the CompanyPortfolios, to determine in its the Adviser’s discretion the securities to be purchased or sold and the portion of the Company's assets to be held uninvestedsold, to provide the Manager and the Company Trust with records concerning the Adviser's ’s activities which the Company Trust is required to maintain maintain, and upon request, to render regular reports to the Company's Manager and to the Trust’s officers and Board of Directors (the "Board") Trustees concerning the Adviser's ’s discharge of the foregoing responsibilities. Without limiting the generality of the foregoing, the Adviser is specifically authorized to invest the Company's assets (which may constitute, in the aggregate, all of the Company's assets) in unregistered investment funds or other investment vehicles and registered investment companies ("Investment Funds") which are managed by investment managers ("Investment Managers"). The Adviser shall discharge the foregoing responsibilities subject to the Manager’s oversight and the control of the officers and the BoardTrustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies policies, and limitations for each such Portfolio set forth in the Company's private placement memorandum, Trust’s current registration statement as the same may be amended or supplemented from time to time with notice to the Advisertime, and applicable laws and regulations.
(b) Without limiting the forgoing, the Adviser acknowledges its responsibility and agrees to conduct proper due diligence on the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the Company.
(c) . The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide, provide at its own expense, expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.
Appears in 4 contracts
Samples: Investment Advisory Agreement (American Beacon Funds), Investment Advisory Agreement (American Beacon Funds), Investment Advisory Agreement (American Beacon Funds)
Duties of Adviser. (a) The Manager hereby appoints the Adviser to act as investment adviser to the Company, for the period and on the terms set forth in this Agreement, pursuant to the policies set forth in the Company's Private Placement Memorandum and the Investment Management Agreement between the Company and the Manager (the "Management Agreement"), as the Management Agreement may be amended from time to time with notice to the Adviser. The Adviser specifically acknowledges its obligations to follow the policies as set forth in the Company's Private Placement Memorandum and the Management Agreement, provided that the Adviser shall not be obligated to follow any amendment to the policies to the Company or the Management Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Manager employs the Adviser to formulate a continuing investment program in accordance with the investment objective and strategies set forth in the Company's Private Placement Memorandum and to manage the investment and reinvestment of the assets such portion, if any, of the CompanyPortfolios’ assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise supervise, and administer the investment program of the CompanyPortfolios, to determine in its the Adviser’s discretion the securities to be purchased or sold and the portion of the Company's assets to be held uninvestedsold, to provide the Manager and the Company Trust with records concerning the Adviser's ’s activities which the Company Trust is required to maintain maintain, and upon request, to render regular reports to the Company's Manager and to the Trust’s officers and Board of Directors (the "Board") Trustees concerning the Adviser's ’s discharge of the foregoing responsibilities. Without limiting the generality of the foregoing, the Adviser is specifically authorized to invest the Company's assets (which may constitute, in the aggregate, all of the Company's assets) in unregistered investment funds or other investment vehicles and registered investment companies ("Investment Funds") which are managed by investment managers ("Investment Managers"). The Adviser shall discharge the foregoing responsibilities subject to the Manager’s oversight and the control of the officers and the BoardTrustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies policies, and limitations for each such Portfolio set forth in the Company's private placement memorandum, Trust’s current registration statement as the same may be amended or supplemented from time to time with notice to the Advisertime, and applicable laws and regulations.
(b) Without limiting the forgoing, the Adviser acknowledges its responsibility and agrees to conduct proper due diligence on the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the Company.
(c) . The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide, provide at its own expense, expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser is authorized on behalf of the Portfolios, and consistent with the investment discretion delegated to, and in connection with the services performed by, the Adviser herein, to: (i) enter into agreements and execute any documents, including without limitation, futures and options transactions, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, and other investment related agreements required to meet the obligations of the Trust with respect to any investments made for the Portfolios. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein. Adviser is authorized on behalf of Manager to make all elections required in such agreements, instruments and documentation and make and to receive all related notices from brokers or other counterparties. Manager also authorizes Adviser as agent and attorney-in-fact to make transactions in futures contracts and options on futures contracts on margin, for the Portfolio, and authorizes each broker with whom Adviser makes such transactions to follow its’ instructions with respect to such transactions. Manager understands and agrees that Adviser will determine that such transactions are permitted before instructing a broker to enter into such transactions and that any broker receiving an order for any such transaction will have no independent obligation to ensure that the transactions are consistent with the Trust’s registration statement of the Portfolio’s investment guidelines; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are accurate and consistent with the relevant Portfolio’s investment policies and other governing documents; (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by a Portfolio under such documentation; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting a Portfolio under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Portfolios, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Portfolios; (iii) deposit of margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of a Portfolio with respect to any of its investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit margin or collateral shall be effected by transfer or segregation within an account maintained for the Portfolios by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement. The Adviser may delegate portfolio management and administrative duties to its affiliates and share such information as necessary to accomplish these purposes. In all cases, the Adviser shall remain liable as if such services were provided directly. The Advisor agrees to notify the Manager of any changes to investment personnel or their employer in advance of those changes. No additional fees shall be imposed for such services except as otherwise agreed.
Appears in 3 contracts
Samples: Investment Advisory Agreement (American Beacon Funds), Interim Investment Advisory Agreement, Interim Investment Advisory Agreement (American Beacon Funds)
Duties of Adviser. (a) The Manager Trust hereby appoints the Adviser to act as investment adviser to the Company, Trust for the period and on the such terms as set forth in this Agreement, pursuant to the policies set forth in the Company's Private Placement Memorandum and the Investment Management Agreement between the Company and the Manager (the "Management Agreement"), as the Management Agreement may be amended from time to time with notice to the Adviser. The Adviser specifically acknowledges its obligations to follow the policies as set forth in the Company's Private Placement Memorandum and the Management Agreement, provided that the Adviser shall not be obligated to follow any amendment to the policies to the Company or the Management Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Manager Trust employs the Adviser to formulate a continuing investment program in accordance with the investment objective and strategies set forth in the Company's Private Placement Memorandum and to manage the investment and reinvestment of the assets of the Companyits portfolios of securities, to continuously review, supervise and administer the investment program of the Companyportfolios, to determine in its discretion the securities to be purchased or sold and the portion of the CompanyTrust's assets to be held uninvested, to provide the Manager and the Company Trust with records concerning the Adviser's activities which the Company Trust is required to maintain maintain, and upon request, to render regular reports to the CompanyTrust's officers and Board of Directors (the "Board") Trustees concerning the Adviser's discharge of the foregoing responsibilities. Without limiting the generality of the foregoing, the Adviser is specifically authorized to invest the Company's assets (which may constitute, in the aggregate, all of the Company's assets) in unregistered investment funds or other investment vehicles and registered investment companies ("Investment Funds") which are managed by investment managers ("Investment Managers"). The Adviser shall discharge the foregoing responsibilities subject to the control of the officers and the BoardBoard of Trustees of the Trust, and in compliance with the objectives, policies and limitations set forth in the CompanyTrust's private placement memorandum, as the same may be amended or supplemented from time to time with notice to the Adviser, prospectus and applicable laws and regulations.
(b) Without limiting . Notwithstanding any provision of this Agreement to the forgoingcontrary, the Adviser acknowledges will not be required to perform its responsibility services under this Agreement in accordance with any such objective, policy, or limitation if performance of the Adviser's services in accordance therewith would, in the judgment of the Adviser, prevent the investments of a "segregated asset account" (within the meaning of section 817(h) of the Internal Revenue Code of 1986, as amended) investing solely in the shares of any Fund from being "adequately diversified" within the meaning of such section 817(h) and agrees to conduct proper due diligence on the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted regulations prescribed by the Company.
(c) Secretary of the Treasury thereunder. The Adviser accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein.
Appears in 2 contracts
Samples: Investment Advisory Agreement (Brazos Insurance Funds), Investment Advisory Agreement (Brazos Insurance Funds)
Duties of Adviser. (a) The Manager hereby appoints Subject to the general supervision of the Board, the Adviser shall manage the investment operations of each Fund and the composition of each Fund’s assets, including the purchase, retention and disposition thereof. In this regard, the Adviser:
(i) shall provide supervision of each Fund’s assets, furnish a continuous investment program for each Fund in accordance with each Fund’s Prospectus and Statement of Additional Information (“SAI”) included as part of the Trust’s registration statement filed with the SEC, and shall determine, from time to act time, what investments or securities will be purchased, retained or sold by each Fund and what portion of the assets of each Fund will be invested or held uninvested as investment adviser cash;
(ii) shall provide quarterly reports to the Company, for Trust’s officers and Board concerning the period Adviser’s discharge of its duties and on the terms set forth in responsibilities under this Agreement;
(iii) shall provide regular reports regarding Fund holdings, pursuant to and shall, on its own initiative, furnish the policies set forth in the Company's Private Placement Memorandum Trust and the Investment Management Agreement between the Company and the Manager (the "Management Agreement"), as the Management Agreement may be amended its Board from time to time with notice whatever information the Adviser believes is appropriate for this purpose. The Adviser agrees to immediately notify the Trust if the Adviser reasonably believes that the value of any security held by a Fund may not reflect its fair value. The Adviser agrees to provide any pricing information of which the Adviser is aware to the Trust, its Board and/or any Fund pricing agent to assist in the determination of the fair value of any Fund holdings for which market quotations are not readily available or as otherwise required in accordance with the 1940 Act or the Trust’s valuation procedures for the purpose of calculating each Fund’s net asset value in accordance with procedures and methods established by the Board;
(iv) shall vote proxies, exercise consents, and exercise all other rights appertaining to securities and assets held by each Fund in accordance with the voting policies and procedures approved by the Board. The delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Trust acknowledges and agrees that the Adviser may delegate its responsibility to vote proxies for a Fund to a Sub-Adviser(s) (as defined in Section 2(f) of this Agreement). The Adviser may, to the extent consistent with its fiduciary duty to the Trust and with Rule 206(4)-6 under the Advisers Act, employ a third-party firm that specializes in corporate governance research and advising on proxy voting to assist the Adviser, subject to the Adviser’s oversight, in exercising the Adviser’s proxy voting responsibilities. The Trust further acknowledges that, to the extent consistent with its fiduciary duty to the Trust and with Rule 206(4)-6 under the Advisers Act, the Adviser specifically acknowledges its obligations may vote proxies for securities held by the Trust differently than it votes proxies for the same securities held by other of the Adviser’s clients;
(v) shall, as appropriate, select broker-dealers to follow execute portfolio transactions for each Fund. All purchase and sale orders will be placed with broker-dealers who are selected by the policies Adviser as able to provide “best execution” of such orders for the Funds. “Best execution” shall mean prompt and reliable execution at the most favorable securities price, taking into account the other provisions hereinafter set forth forth. Whenever the Adviser places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of each Fund, in selecting brokers or dealers to execute such orders, the Company's Private Placement Memorandum Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that may enhance the Adviser’s research and portfolio management capability generally. It is further understood, in accordance with Section 28(e) of the Management AgreementSecurities Exchange Act of 1934 Act, amended (“1934 Act”), that the Adviser may use a broker whose commissions on transactions may exceed the commissions that another broker would have charged for effecting the transactions, provided that the Adviser shall not be obligated to follow any amendment determines in good faith that the amount of commission charged was reasonable in relation to the policies to the Company value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of each Fund or the Management Agreement that increases its obligations, overall responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Manager employs the Adviser and its affiliates have with respect to formulate a continuing accounts over which they exercise investment program in accordance with the investment objective and strategies set forth in the Company's Private Placement Memorandum and to manage the investment and reinvestment of the assets of the Company, to continuously review, supervise and administer the investment program of the Company, to determine in its discretion the securities to be purchased or sold and the portion of the Company's assets to be held uninvested, to provide the Manager and the Company with records concerning the Adviser's activities which the Company is required to maintain and upon request, to render regular reports to the Company's officers and Board of Directors (the "Board") concerning the Adviser's discharge of the foregoing responsibilities. Without limiting the generality of the foregoing, the Adviser is specifically authorized to invest the Company's assets (which may constitute, in the aggregate, all of the Company's assets) in unregistered investment funds or other investment vehicles and registered investment companies ("Investment Funds") which are managed by investment managers ("Investment Managers"). The Adviser shall discharge the foregoing responsibilities subject to the control of the officers and the Board, and in compliance with the objectives, policies and limitations set forth in the Company's private placement memorandum, as the same may be amended or supplemented from time to time with notice to the Adviser, and applicable laws and regulations.
(b) Without limiting the forgoing, the Adviser acknowledges its responsibility and agrees to conduct proper due diligence on the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the Company.
(c) The Adviser accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein.discretion;
Appears in 2 contracts
Samples: Investment Advisory Agreement (Themes ETF Trust), Investment Advisory Agreement (Themes ETF Trust)
Duties of Adviser. (a) The Manager hereby appoints the Adviser to act as investment adviser to the Company, for the period and on the terms set forth in this Agreement, pursuant to the policies set forth in the Company's Private Placement Memorandum and the Investment Management Agreement between the Company and the Manager (the "Management Agreement"), as the Management Agreement may be amended from time to time with notice to the Adviser. The Adviser specifically acknowledges its obligations to follow the policies as set forth in the Company's Private Placement Memorandum and the Management Agreement, provided that the Adviser shall not be obligated to follow any amendment to the policies to the Company or the Management Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Manager employs the Adviser to formulate a continuing investment program in accordance with the investment objective and strategies set forth in the Company's Private Placement Memorandum and to manage the investment and reinvestment of the assets such portion, if any, of the CompanyPortfolios' assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise supervise, and administer the investment program of the CompanyPortfolios, to determine in its the Adviser's discretion the securities to be purchased or sold and the portion of the Company's assets to be held uninvestedsold, to provide the Manager and the Company Trust with records concerning the Adviser's activities which the Company Trust is required to maintain maintain, and upon request, to render regular reports to the CompanyManager and to the Trust's officers and Board of Directors (the "Board") Trustees concerning the Adviser's discharge of the foregoing responsibilities. Without limiting the generality of the foregoing, the Adviser is specifically authorized to invest the Company's assets (which may constitute, in the aggregate, all of the Company's assets) in unregistered investment funds or other investment vehicles and registered investment companies ("Investment Funds") which are managed by investment managers ("Investment Managers"). The Adviser shall discharge the foregoing responsibilities subject to the Manager's oversight and the control of the officers and the BoardTrustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies policies, and limitations for each such Portfolio set forth in the CompanyTrust's private placement memorandum, current registration statement as the same may be amended or supplemented from time to time with notice to the Advisertime, and applicable laws and regulations.
(b) Without limiting the forgoing, the Adviser acknowledges its responsibility and agrees to conduct proper due diligence on the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the Company.
(c) . The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide, provide at its own expense, expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust's Custodian(s) to hold and/or transfer the Portfolios' assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term "Proper Instructions" shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.
Appears in 2 contracts
Samples: Investment Advisory Agreement (American Beacon Funds), Investment Advisory Agreement (American Beacon Funds)
Duties of Adviser. (a) The Manager hereby appoints the Adviser to act as investment adviser to the Company, for the period and on the terms set forth in this Agreement, pursuant to the policies set forth in the Company's Private Placement Memorandum and the Investment Management Agreement between the Company and the Manager (the "Management Agreement"), as the Management Agreement may be amended from time to time with notice to the Adviser. The Adviser specifically acknowledges its obligations to follow the policies as set forth in the Company's Private Placement Memorandum and the Management Agreement, provided that the Adviser shall not be obligated to follow any amendment to the policies to the Company or the Management Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Manager employs the Adviser to formulate a continuing investment program in accordance with the investment objective and strategies set forth in the Company's Private Placement Memorandum and to manage the investment and reinvestment of the assets of the Company, to continuously review, supervise and administer the investment program of the Company, to determine in its discretion the securities to be purchased or sold and the portion of the Company's assets to be held uninvested, to provide the Manager and the Company with records concerning the Adviser's activities which the Company is required to maintain and upon request, to render regular reports to the Company's officers and Board of Directors (the "Board") concerning the Adviser's discharge of the foregoing responsibilities. Without limiting the generality of the foregoing, the Adviser is specifically authorized to (i) invest the Company's assets (which may constitute, in the aggregate, all of the Company's assets) in unregistered investment funds or other investment vehicles and registered investment companies ("Investment Funds") which are managed by investment managers ("Investment Managers"); (ii) invest the Company's assets in separate investment vehicles for which the Investment Managers serve as general partners or managing members and in which the Company is the sole investor; and (iii) invest discrete portions of the Company's assets with Investment Managers who are retained to manage the Company's assets directly through separate managed accounts (Investment Managers who directly manage Investment Funds and managed accounts for which the Company is the sole investor are collectively referred to as "Subadvisers"). The selection of Subadvisers shall, however, be subject to the approval by the Board in accordance with requirements of the Investment Company Act of 1940, as amended (the "1940 Act"), and a vote of a majority of the outstanding voting securities of the Company unless the Company acts in reliance on exemptive or other relief granted by the Securities and Exchange Commission from the provisions of the 1940 Act requiring such approval by security holders. The Adviser shall discharge the foregoing responsibilities subject to the control of the officers and the Board, and in compliance with the objectives, policies and limitations set forth in the Company's private placement memorandum, as the same may be amended or supplemented from time to time with notice to the Adviser, and applicable laws and regulations.
(b) Without limiting the forgoing, the Adviser acknowledges its responsibility and agrees to conduct proper due diligence on the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the Company.
(c) The Adviser accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein.
Appears in 2 contracts
Samples: Investment Advisory Agreement (Mercantile Long Short Manager Fund LLC), Investment Advisory Agreement (Mercantile Small Cap Manager Fund LLC)
Duties of Adviser. (a) The Manager hereby appoints the Adviser to act as investment adviser to the Company, for the period and on the terms set forth in this Agreement, pursuant to the policies set forth in the Company's Private Placement Memorandum and the Investment Management Agreement between the Company and the Manager (the "Management Agreement"), as the Management Agreement may be amended from time to time with notice to the Adviser. The Adviser specifically acknowledges its obligations to follow the policies as set forth in the Company's Private Placement Memorandum and the Management Agreement, provided that the Adviser shall not be obligated to follow any amendment to the policies to the Company or the Management Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Manager employs the Adviser to formulate a continuing investment program in accordance with the investment objective and strategies set forth in the Company's Private Placement Memorandum and to manage the investment and reinvestment of the assets such portion, if any, of the CompanyPortfolios' assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise supervise, and administer the investment program of the CompanyPortfolios, to determine in its the Adviser's discretion the securities to be purchased or sold and the portion of the Company's assets to be held uninvestedsold, to provide the Manager and the Company Trust with records concerning the Adviser's activities which the Company Trust is required to maintain maintain, and upon request, to render regular reports to the CompanyManager and to the Trust's officers and Board of Directors (the "Board") Trustees concerning the Adviser's discharge of the foregoing responsibilities. Without limiting the generality of the foregoing, the Adviser is specifically authorized to invest the Company's assets (which may constitute, in the aggregate, all of the Company's assets) in unregistered investment funds or other investment vehicles and registered investment companies ("Investment Funds") which are managed by investment managers ("Investment Managers"). The Adviser shall discharge the foregoing responsibilities subject to the Manager's oversight and the control of the officers and the BoardTrustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies policies, and limitations for each such Portfolio set forth in the CompanyTrust's private placement memorandum, current registration statement as the same may be amended or supplemented from time to time with notice to the Advisertime, and applicable laws and regulations.
(b) Without limiting the forgoing, the Adviser acknowledges its responsibility and agrees to conduct proper due diligence on the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the Company.
(c) . The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide, provide at its own expense, expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust's Custodian(s) to hold and/or transfer the Portfolios' assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term "Proper Instructions" shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser is authorized on behalf of the Portfolios, and consistent with the investment discretion delegated to, and in connection with the services performed by, the Adviser herein, to: (i) enter into agreements and execute any documents, including without limitation, futures and options transactions, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, and other investment related agreements required to meet the obligations of the Trust with respect to any investments made for the Portfolios. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein. Adviser is authorized on behalf of Manager to make all elections required in such agreements, instruments and documentation and make and to receive all related notices from brokers or other counterparties. Manager also authorizes Adviser as agent and attorney-in-fact to make transactions in futures contracts and options on futures contracts on margin, for the Portfolio, and authorizes each broker with whom Adviser makes such transactions to follow its’ instructions with respect to such transactions. Manager understands and agrees that Adviser will determine that such transactions are permitted before instructing a broker to enter into such transactions and that any broker receiving an order for any such transaction will have no independent obligation to ensure that the transactions are consistent with the Trust’s registration statement of the Portfolio’s investment guidelines; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are accurate and consistent with the relevant Portfolio’s investment policies and other governing documents; (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by a Portfolio under such documentation; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting a Portfolio under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Portfolios, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Portfolios; (iii) deposit of margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of a Portfolio with respect to any of its investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit margin or collateral shall be effected by transfer or segregation within an account maintained for the Portfolios by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.
Appears in 2 contracts
Samples: Investment Advisory Agreement (American Beacon Funds), Investment Advisory Agreement (American Beacon Funds)
Duties of Adviser. (a) The Manager hereby appoints the Adviser to act as investment adviser to the Company, for the period and on the terms set forth in this Agreement, pursuant to the policies set forth in the Company's Private Placement Memorandum registration statement, including the information therein incorporated by reference, filed with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the "1940 Act"), (File No. 811-21818) (the "Registration Statement"), and the Investment Management Agreement between the Company and the Manager (the "Management Agreement"), as the Management Agreement may be amended from time to time with notice to the Adviser. The Adviser specifically acknowledges its obligations to follow the policies as set forth in the Company's Private Placement Memorandum Registration Statement and the Management Agreement, provided that the Adviser shall not be obligated to follow any amendment to the policies to the Company or the Management Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Manager employs the Adviser to formulate a continuing investment program in accordance with the investment objective and strategies set forth in the Company's Private Placement Memorandum Registration Statement and to manage the investment and reinvestment of the assets of the Company, to continuously review, supervise and administer the investment program of the Company, to determine in its discretion the securities to be purchased or sold and the portion of the Company's assets to be held uninvested, to provide the Manager and the Company with records concerning the Adviser's activities which the Company is required to maintain and upon request, to render regular reports to the Company's officers and Board of Directors (the "Board") concerning the Adviser's discharge of the foregoing responsibilities. Without limiting the generality of the foregoing, the Adviser is specifically authorized to invest the Company's assets (which may constitute, in the aggregate, all of the Company's assets) in unregistered investment funds or other investment vehicles and registered investment companies ("Investment Funds") which are managed by investment managers ("Investment Managers"). The Adviser shall discharge the foregoing responsibilities subject to the control oversight of the officers and the Board, and in compliance with the objectives, policies and limitations set forth in the Company's private placement memorandumRegistration Statement, as the same may be amended or supplemented from time to time with notice to the Adviser, and applicable laws and regulations.
(b) Without limiting the forgoingforegoing, the Adviser acknowledges its responsibility and agrees to conduct proper due diligence on potential investments and the Investment Funds and their Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the Company.
(c) The Adviser shall vote proxies with respect to the Investment Funds or any other portfolio securities in accordance with its Proxy Voting Policies and Procedures, a copy of which has been provided to the Company and the Manager.
(d) The Adviser accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein.
Appears in 2 contracts
Samples: Interim Investment Advisory Agreement (PNC Long-Short Master Fund LLC), Investment Advisory Agreement (PNC Long-Short Fund LLC)
Duties of Adviser. (a) The Manager hereby appoints the Adviser to act as investment adviser to the Company, for the period and on the terms set forth in this Agreement, pursuant to the policies set forth in the Company's Private Placement Memorandum and the Investment Management Agreement between the Company and the Manager (the "Management Agreement"), as the Management Agreement may be amended from time to time with notice to the Adviser. The Adviser specifically acknowledges its obligations to follow the policies as set forth in the Company's Private Placement Memorandum and the Management Agreement, provided that the Adviser shall not be obligated to follow any amendment to the policies to the Company or the Management Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Manager employs the Adviser to formulate a continuing investment program in accordance with the investment objective and strategies set forth in the Company's Private Placement Memorandum and to manage the investment and reinvestment of the assets of the Company, to continuously review, supervise and administer the investment program of the Company, to determine in its discretion the securities to be purchased or sold and the portion of the Company's assets to be held uninvested, to provide the Manager and the Company with records concerning the Adviser's activities which the Company is required to maintain and upon request, to render regular reports to the Company's officers and Board of Directors (the "Board") concerning the Adviser's discharge of the foregoing responsibilities. Without limiting the generality of the foregoing, the Adviser is specifically authorized to (i) invest the Company's assets (which may constitute, in the aggregate, all of the Company's assets) in unregistered investment funds or other investment vehicles and registered investment companies ("Investment Funds") which are managed by investment managers ("Investment Managers"); (ii) invest the Company's assets in separate investment vehicles for which the Investment Managers serve as general partners or managing members and in which the Company is the sole investor ("Investment Funds"); and (iii) invest discrete portions of the Company's assets with Investment Managers who are retained to manage the Company's assets directly through separate managed accounts (Investment Managers who directly manage Investment Funds and managed accounts for which the Company is the sole investor are collectively referred to as "Subadvisers"). The selection of Subadvisers shall, however, be subject to the approval by the Board in accordance with requirements of the Investment Company Act of 1940, as amended (the "1940 Act"), and a vote of a majority of the outstanding voting securities of the Company unless the Company acts in reliance on exemptive or other relief granted by the Securities and Exchange Commission from the provisions of the 1940 Act requiring such approval by security holders. The Adviser shall discharge the foregoing responsibilities subject to the control of the officers and the Board, and in compliance with the objectives, policies and limitations set forth in the Company's private placement memorandum, as the same may be amended or supplemented from time to time with notice to the Adviser, and applicable laws and regulations.
(b) Without limiting the forgoing, the Adviser acknowledges its responsibility and agrees to conduct proper due diligence on the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the Company.
(c) The Adviser accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein.
Appears in 2 contracts
Samples: Investment Advisory Agreement (Mercantile Absolute Return Fund LLC), Investment Advisory Agreement (Mercantile Absolute Return Fund LLC)
Duties of Adviser. (a) The Manager hereby appoints the Adviser to act as investment adviser to the Company, for the period and on the terms set forth in this Agreement, pursuant to the policies set forth in the Company's Private Placement Memorandum ’s registration statement, including the information therein incorporated by reference, filed with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the “1940 Act”), (File No. 811-21814) (the “Registration Statement”), and the Investment Management Agreement between the Company and the Manager (the "“Management Agreement"”), as the Management Agreement may be amended from time to time with notice to the Adviser. The Adviser specifically acknowledges its obligations to follow the policies as set forth in the Company's Private Placement Memorandum ’s Registration Statement and the Management Agreement, provided that the Adviser shall not be obligated to follow any amendment to the policies to the Company or the Management Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Manager employs the Adviser to formulate a continuing investment program in accordance with the investment objective and strategies set forth in the Company's Private Placement Memorandum ’s Registration Statement and to manage the investment and reinvestment of the assets of the Company, to continuously review, supervise and administer the investment program of the Company, to determine in its discretion the securities to be purchased or sold and the portion of the Company's ’s assets to be held uninvested, to provide the Manager and the Company with records concerning the Adviser's ’s activities which the Company is required to maintain and upon request, to render regular reports to the Company's ’s officers and Board of Directors (the "“Board"”) concerning the Adviser's ’s discharge of the foregoing responsibilities. Without limiting the generality of the foregoing, the Adviser is specifically authorized to (i) invest the Company's ’s assets (which may constitute, in the aggregate, all of the Company's ’s assets) in unregistered investment funds or other investment vehicles and registered investment companies ("“Investment Funds"”) which are managed by investment managers ("“Investment Managers"”); (ii) invest the Company’s assets in separate investment vehicles for which the Investment Managers serve as general partners or managing members and in which the Company is the sole investor (“Investment Funds”); and (iii) invest discrete portions of the Company’s assets with Investment Managers who are retained to manage the Company’s assets directly through separate managed accounts (Investment Managers who directly manage Investment Funds and managed accounts for which the Company is the sole investor are collectively referred to as “Sub-advisers”). The selection of Sub-advisers shall, however, be subject to the approval by the Board in accordance with requirements of the 1940 Act and a vote of a majority of the outstanding voting securities of the Company unless the Company acts in reliance on exemptive or other relief granted by the Securities and Exchange Commission from the provisions of the 1940 Act requiring such approval by security holders. The Adviser shall discharge the foregoing responsibilities subject to the control of the officers and the Board, and in compliance with the objectives, policies and limitations set forth in the Company's private placement memorandum’s Registration Statement, as the same may be amended or supplemented from time to time with notice to the Adviser, and applicable laws and regulations.
(b) Without limiting the forgoingforegoing, the Adviser acknowledges its responsibility and agrees to conduct proper due diligence on the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the Company.
(c) The Adviser accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein.
Appears in 2 contracts
Samples: Investment Advisory Agreement (PNC Absolute Return TEDI Fund LLC), Investment Advisory Agreement (PNC Absolute Return Fund LLC)
Duties of Adviser. (a) The Manager Partnership hereby appoints the Adviser to act as investment adviser to the CompanyPartnership, for the period and on the terms set forth in this Agreement, pursuant to the policies set forth Agreement and in the CompanyPartnership's Private Placement Memorandum Amended and the Investment Management Restated Agreement between the Company and the Manager of Limited Partnership dated as of July 1, 2002 (the "Management AgreementPartnership LPA"), as the Management Agreement Partnership LPA may be amended from time to time with notice to the Adviser. The Adviser specifically acknowledges its obligations to follow under the policies as set forth in the Company's Private Placement Memorandum and the Management AgreementPartnership LPA, provided that the Adviser shall not be obligated to follow any -------- amendment to the policies to the Company or the Management Agreement Partnership LPA that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Manager Partnership employs the Adviser to formulate a continuing investment program in accordance with the investment objective and strategies set forth in the Company's Private Placement Memorandum and to manage the investment and reinvestment of the assets of the CompanyPartnership, to continuously review, supervise and administer the investment program of the CompanyPartnership, to determine in its discretion the securities to be purchased or sold and the portion of the CompanyPartnership's assets to be held uninvested, to provide the Manager and the Company Partnership with records concerning the Adviser's activities which the Company Partnership is required to maintain and upon request, to render regular reports to the CompanyPartnership's officers and Board of Directors (the "Board") concerning the Adviser's discharge of the foregoing responsibilities. Without limiting the generality of the foregoing, the Adviser is specifically authorized to (i) invest discrete portions of the CompanyPartnership's assets (which may constitute, in the aggregate, all of the CompanyPartnership's assets) in unregistered investment funds or other investment vehicles and registered investment companies ("Investment Funds") which are managed by investment managers ("Investment Managers"); (ii) invest discrete portions of the Partnership's assets in separate investment vehicles for which the Investment Managers serve as general partners or managing members and in which the Partnership is the sole investor ("Sub-Funds"); and (iii) invest discrete portions of the Partnership's assets with Investment Managers who are retained to manage the Partnership's assets directly through separate managed accounts (Investment Managers of Sub-Funds and of managed accounts are collectively referred to as "Subadvisers"). The selection of Subadvisers shall, however, be subject to the approval by the Board of Directors of the Partnership in accordance with requirements of the Investment Company Act of 1940 (the "1940 Act") and a vote of a majority of the outstanding voting securities of the Partnership unless the Partnership acts in reliance on exemptive or other relief granted by the Securities and Exchange Commission from the provisions of the 1940 Act requiring such approval by security holders. The Adviser shall discharge the foregoing responsibilities subject to the control of the officers and the BoardBoard of Directors of the Partnership, and in compliance with the objectives, policies and limitations set forth in the CompanyPartnership's private placement memorandum, as the same may be amended or supplemented from time to time with notice to the Adviser, and applicable laws and regulations.
(b) Without limiting the forgoing, the Adviser acknowledges its responsibility and agrees to conduct proper due diligence on the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the Company.
(c) The Adviser accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein.
Appears in 2 contracts
Samples: Investment Advisory Agreement (Morgan Stanley Institutional Fund of Hedge Funds Lp), Investment Advisory Agreement (Morgan Stanley Institutional Fund of Hedge Funds Lp)
Duties of Adviser. Without limiting the generality of Section 1 hereof, the Adviser shall obtain and evaluate such information and advice relating to the economy, securities markets, and securities as it deems necessary or useful to discharge its duties hereunder, including: (a) The Manager hereby appoints to invest and reinvest the Adviser to act as investment adviser to assets of the Company in any one or more portfolio funds (each a “Portfolio Fund”) in a manner consistent with the Company’s investment objective, for the period and on the terms set forth in this Agreement, pursuant to the policies set forth in the Company's Private Placement Memorandum and the Investment Management Agreement between the Company and the Manager (the "Management Agreement"), as the Management Agreement may be amended from time to time with notice to the Adviser. The Adviser specifically acknowledges its obligations to follow the policies as set forth in the Company's Private Placement Memorandum Registration Statement of the Company and as may be adopted from time to time by the Management Agreement, provided that Directors and applicable laws and regulations; (b) to withdraw capital of the Company from Portfolio Funds; and (c) to take such further action as the Adviser shall not be obligated to follow any amendment to deem necessary or appropriate for the policies to the Company or the Management Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Manager employs the Adviser to formulate a continuing investment program in accordance with the investment objective and strategies set forth in the Company's Private Placement Memorandum and to manage the investment and reinvestment of the assets management of the Company, to continuously review, supervise and administer the investment program of the Company, to determine in its discretion the securities to be purchased or sold and the portion of the Company's assets to be held uninvested, to provide the Manager and . The Adviser shall furnish the Company with records concerning such information, evaluations, analyses and opinions formulated or obtained by the Adviser's activities which Adviser in the discharge of its duties as the Company is required may, from time to maintain and upon time, reasonably request, to render regular reports to the Company's officers and Board of Directors (the "Board") concerning the Adviser's discharge of the foregoing responsibilities. Without limiting the generality of the foregoingabove paragraph of this Section 2, the Adviser is specifically shall be authorized to invest take the Company's assets following actions in performing its obligations under this Agreement: (which may constitutea) open, maintain and close accounts in the aggregatename and on behalf of the Company with brokers and dealers as it determines to be appropriate; (b) select and place orders with brokers, all dealers or other financial intermediaries for the execution, clearance or settlement of any transactions on behalf of the Company on such terms as the Adviser considers appropriate and which are consistent with the policies of the Company's assets; and (c) subject to any policies adopted by the Directors and provisions of applicable law, agree to such commissions, fees and other charges on behalf of the Company as the Adviser deems reasonable in unregistered investment funds or the circumstances, taking into account all such factors it considers to be relevant (including the quality of research and other investment vehicles services made available to it even if such services are not for the exclusive benefit of the Company and registered investment companies ("Investment Funds") which are managed by investment managers ("Investment Managers"the cost of such services does not represent the lowest cost available). The Adviser shall discharge the foregoing responsibilities be under no obligation to combine or arrange orders so as to obtain reduced charges unless otherwise required under federal securities law. The Adviser may use, subject to such procedures as may be adopted by the control Directors, affiliates of the officers Adviser as brokers to effect securities transactions for the Company, and the BoardCompany may pay such commissions to such brokers in such amounts as are permissible under applicable law. In addition, and in compliance the Adviser shall reasonably cooperate with the objectives, policies Company’s Chief Compliance Officer (the “CCO”) in respect of the CCO’s initial and limitations set forth in periodic reviews of those aspects of the Company's private placement memorandum, Adviser’s compliance program relevant to the Company and provide prompt reporting to the CCO of material compliance matters relevant thereto (as the same may be amended or supplemented from time to time with notice to the Adviser, and applicable laws and regulations.
(b) Without limiting the forgoing, the Adviser acknowledges its responsibility and agrees to conduct proper due diligence on are defined for purposes of Rule 38a-1 under the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the CompanyCompany Act).
(c) The Adviser accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein.
Appears in 2 contracts
Samples: Investment Advisory Agreement (Cadogan Opportunistic Alternatives Fund, LLC), Investment Advisory Agreement (Cadogan Opportunistic Alternatives Fund, LLC)
Duties of Adviser. (a) The Manager hereby appoints the Adviser to act as investment adviser to the Company, for the period and on the terms set forth in this Agreement, pursuant to the policies set forth in the Company's Private Placement Memorandum and the Investment Management Agreement between the Company and the Manager (the "Management Agreement"), as the Management Agreement may be amended from time to time with notice to the Adviser. The Adviser specifically acknowledges its obligations to follow the policies as set forth in the Company's Private Placement Memorandum and the Management Agreement, provided that the Adviser shall not be obligated to follow any amendment to the policies to the Company or the Management Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Manager employs the Adviser to formulate a continuing investment program in accordance with the investment objective and strategies set forth in the Company's Private Placement Memorandum and to manage the investment and reinvestment of the assets such portion, if any, of the CompanyPortfolios' assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise supervise, and administer the investment program of the CompanyPortfolios, to determine in its the Adviser's discretion the securities to be purchased or sold and the portion of the Company's assets to be held uninvestedsold, to provide the Manager and the Company Trust with records concerning the Adviser's activities which the Company Trust is required to maintain maintain, and upon request, to render regular reports to the CompanyManager and to the Trust's officers and Board of Directors (the "Board") Trustees concerning the Adviser's discharge of the foregoing responsibilities. Without limiting the generality of the foregoing, the Adviser is specifically authorized to invest the Company's assets (which may constitute, in the aggregate, all of the Company's assets) in unregistered investment funds or other investment vehicles and registered investment companies ("Investment Funds") which are managed by investment managers ("Investment Managers"). The Adviser shall discharge the foregoing responsibilities subject to the Manager's oversight and the control of the officers and the BoardTrustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies policies, and limitations for each such Portfolio set forth in the CompanyTrust's private placement memorandum, current registration statement as the same may be amended or supplemented from time to time with notice to the Advisertime, and applicable laws and regulations.
(b) Without limiting the forgoing, the Adviser acknowledges its responsibility and agrees to conduct proper due diligence on the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the Company.
(c) . The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide, provide at its own expense, expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust's Custodian(s) to hold and/or transfer the Portfolios' assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term "Proper Instructions" shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser is authorized on behalf of the Portfolios, and consistent with the investment discretion delegated to, and in connection with the services performed by, the Adviser herein, to: (i) enter into agreements and execute any documents, including without limitation, futures and options transactions, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, and other investment related agreements required to meet the obligations of the Trust with respect to any investments made for the Portfolio. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein. Adviser is authorized on behalf of Manager to make all elections required in such agreements, instruments and documentation and make and to receive all related notices from brokers or other counterparties. Manager also authorizes Adviser as agent and attorney-in-fact to make transactions in futures contracts and options on futures contracts on margin, for the Portfolio, and authorizes each broker with whom Adviser makes such transactions to follow its’ instructions with respect to such transactions. Manager understands and agrees that Adviser will determine that such transactions are permitted before instructing a broker to enter into such transactions and that any broker receiving an order for any such transaction will have no independent obligation to ensure that the transactions are consistent with the Trust’s registration statement of the Portfolio’s investment guidelines; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are accurate and consistent with the relevant Portfolio’s investment policies and other governing documents; (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by the Portfolio under such documentation; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting a Portfolio under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Portfolios, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Portfolio; (iii) deposit of margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Portfolio with respect to any of its investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit margin or collateral shall be effected by transfer or segregation within an account maintained for the Portfolios by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.
Appears in 2 contracts
Samples: Investment Advisory Agreement (American Beacon Institutional Funds Trust), Investment Advisory Agreement (American Beacon Institutional Funds Trust)
Duties of Adviser. (a) The Manager Company hereby appoints the Adviser to act as provide or arrange to provide directly or through third parties, investment adviser advisory services to its Small Capitalization Growth Portfolio (the Company, "Portfolio") for the period and on the such terms set forth in this Agreement, pursuant . Subject to the policies approval of the Company's Board of Directors, any applicable provisions of the Investment Company Act of 1940 (the "1940 Act") and the Investment Advisers Act of 1940, the Adviser may select sub-advisers to perform any or all of the services set forth in this Agreement for assets of the Company's Private Placement Memorandum and the Investment Management Agreement between the Company and the Manager (the "Management Agreement"), as the Management Agreement may be amended from time to time with notice to the Adviser. The Adviser specifically acknowledges its obligations to follow the policies as set forth in the Company's Private Placement Memorandum and the Management Agreement, provided that the Adviser shall not be obligated to follow any amendment to the policies to the Company or the Management Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Manager employs Portfolio assigned by the Adviser to formulate a continuing investment program in accordance with the investment objective and strategies set forth in particular sub-adviser. The Company employs the Company's Private Placement Memorandum and Adviser, directly or through sub-advisers: to manage the investment and reinvestment of the assets of the Company, Portfolio; to continuously review, supervise and administer the investment program of the Company, Portfolio; to determine in its (or any selected sub-advisers') discretion the securities to be purchased or sold and the portion of the CompanyPortfolio's assets to be held uninvested, ; to provide the Manager and the Company with records concerning the Adviser's (and any selected sub-advisers') activities which the Company is required to maintain maintain; and upon request, to render regular reports to the Company's officers and Board of Directors (the "Board") concerning the Adviser's discharge of the foregoing responsibilities. Without limiting The Adviser shall monitor the generality of the foregoing, the Adviser is specifically authorized to invest the Company's assets (which may constitute, in the aggregate, all of the Company's assets) in unregistered investment funds or other investment vehicles and registered investment companies ("Investment Funds") which are managed services performed by investment managers ("Investment Managers")any selected sub-advisers. The Adviser and any selected sub-advisers shall discharge the foregoing responsibilities subject to the control of the officers and the Board, Board of Directors of the Company and in compliance with the objectivesobjective, policies and limitations set forth in the CompanyPortfolio's private placement memorandum, as the same may be amended or supplemented from time to time with notice to the Adviser, prospectus and applicable laws and regulations.
(b) Without limiting the forgoing, the Adviser acknowledges its responsibility and agrees to conduct proper due diligence on the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the Company.
(c) . The Adviser accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein.
Appears in 2 contracts
Samples: Investment Advisory Agreement (Glenmede Fund Inc), Investment Advisory Agreement (Glenmede Fund Inc)
Duties of Adviser. (a) The Manager hereby appoints the Adviser to act as investment adviser to the Company, for the period and on the terms set forth in this Agreement, pursuant to the policies set forth in the Company's Private Placement Memorandum and the Investment Management Agreement between the Company and the Manager (the "Management Agreement"), as the Management Agreement may be amended from time to time with notice to the Adviser. The Adviser specifically acknowledges its obligations to follow the policies as set forth in the Company's Private Placement Memorandum and the Management Agreement, provided that the Adviser shall not be obligated to follow any amendment to the policies to the Company or the Management Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Manager employs the Adviser to formulate a continuing investment program in accordance with the investment objective and strategies set forth in the Company's Private Placement Memorandum and to manage the investment and reinvestment of the assets of the Company, to continuously review, supervise and administer the investment program of the Company, to determine in its discretion the securities to be purchased or sold and the portion of the Company's assets to be held uninvested, to provide the Manager and the Company with records concerning the Adviser's activities which the Company is required to maintain and upon request, to render regular reports to the Company's officers and Board of Directors (the "Board") concerning the Adviser's discharge of the foregoing responsibilities. Without limiting the generality of the foregoing, the Adviser is specifically authorized to invest the Company's assets (which may constitute, in the aggregate, all of the Company's assets) in unregistered investment funds or other investment vehicles and registered investment companies ("Investment Funds") which are managed by investment managers ("Investment Managers"). The Adviser shall discharge the foregoing responsibilities subject to the control oversight of the officers and the Board, and in compliance with the objectives, policies and limitations set forth in the Company's private placement memorandum, as the same may be amended or supplemented from time to time with notice to the Adviser, and applicable laws and regulations.
(b) Without limiting the forgoing, the Adviser acknowledges its responsibility and agrees to conduct proper due diligence on potential investments in the Investment Funds and their Investment Managers as is required by its fiduciary roleManagers, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the Company.
(c) The Adviser shall vote proxies with respect to the Investment Funds or any other portfolio securities in accordance with its Proxy Voting Policies and Procedures, a copy of which has been provided to the Company and the Manager.
(d) The Adviser accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. 2.
Appears in 1 contract
Samples: Investment Advisory Agreement (Mercantile Alternative Strategies Fund LLC)
Duties of Adviser. (a) The Manager hereby appoints the Adviser to act as investment adviser to the Company, for the period and on the terms set forth in this Agreement, pursuant to the policies set forth in the Company's Private Placement Memorandum and the Investment Management Agreement between the Company and the Manager (the "Management Agreement"), as the Management Agreement may be amended from time to time with notice to the Adviser. The Adviser specifically acknowledges its obligations to follow the policies as set forth in the Company's Private Placement Memorandum and the Management Agreement, provided that the Adviser shall not be obligated to follow any amendment to the policies to the Company or the Management Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Manager employs the Adviser to formulate a continuing investment program in accordance with the investment objective and strategies set forth in the Company's Private Placement Memorandum and to manage the investment and reinvestment of the assets such portion, if any, of the CompanyPortfolios’ assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise supervise, and administer the investment program of the CompanyPortfolios, to determine in its the Adviser’s discretion the securities to be purchased or sold and the portion of the Company's assets to be held uninvestedsold, to provide the Manager and the Company Trust with records concerning the Adviser's ’s activities which the Company Trust is required to maintain maintain, and upon request, to render regular reports to the Company's Manager and to the Trust’s officers and Board of Directors (the "Board") Trustees concerning the Adviser's ’s discharge of the foregoing responsibilities. Without limiting the generality of the foregoing, the Adviser is specifically authorized to invest the Company's assets (which may constitute, in the aggregate, all of the Company's assets) in unregistered investment funds or other investment vehicles and registered investment companies ("Investment Funds") which are managed by investment managers ("Investment Managers"). The Adviser shall discharge the foregoing responsibilities subject to the Manager’s oversight and the control of the officers and the BoardTrustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies policies, and limitations for each such Portfolio set forth in the Company's private placement memorandum, Trust’s current registration statement as the same may be amended or supplemented from time to time with notice to the Advisertime, and applicable laws and regulations.
(b) Without limiting the forgoing, the Adviser acknowledges its responsibility and agrees to conduct proper due diligence on the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the Company.
(c) . The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide, provide at its own expense, expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser is authorized on behalf of the Portfolios, and consistent with the investment discretion delegated to, and in connection with the services performed by, the Adviser herein, to: (i) enter into agreements and execute any documents, including without limitation, futures and options transactions, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, and other investment related agreements required to meet the obligations of the Trust with respect to any investments made for the Portfolio. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein. Adviser is authorized on behalf of Manager to make all elections required in such agreements, instruments and documentation and make and to receive all related notices from brokers or other counterparties. Manager also authorizes Adviser as agent and attorney-in-fact to make transactions in futures contracts and options on futures contracts on margin, for the Portfolio, and authorizes each broker with whom Adviser makes such transactions to follow its’ instructions with respect to such transactions. Manager understands and agrees that Adviser will determine that such transactions are permitted before instructing a broker to enter into such transactions and that any broker receiving an order for any such transaction will have no independent obligation to ensure that the transactions are consistent with the Trust’s registration statement of the Portfolio’s investment guidelines; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are accurate and consistent with the relevant Portfolio’s investment policies and other governing documents; (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by the Portfolio under such documentation; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting a Portfolio under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Portfolios, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Portfolio; (iii) deposit of margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Portfolio with respect to any of its investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit margin or collateral shall be effected by transfer or segregation within an account maintained for the Portfolios by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.
Appears in 1 contract
Samples: Investment Advisory Agreement (American Beacon Institutional Funds Trust)
Duties of Adviser. (a) The Manager hereby appoints the Adviser to act as investment adviser to the Company, for the period and on the terms set forth in this Agreement, pursuant to the policies set forth in the Company's Private Placement Memorandum and the Investment Management Agreement between the Company and the Manager (the "Management Agreement"), as the Management Agreement may be amended from time to time with notice to the Adviser. The Adviser specifically acknowledges its obligations to follow the policies as set forth in the Company's Private Placement Memorandum and the Management Agreement, provided that the Adviser shall not be obligated to follow any amendment to the policies to the Company or the Management Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Manager employs the Adviser to formulate a continuing investment program in accordance with the investment objective and strategies set forth in the Company's Private Placement Memorandum and to manage the investment and reinvestment of the assets such portion, if any, of the CompanyPortfolios’ assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise supervise, and administer the investment program of the CompanyPortfolios, to determine in its the Adviser’s discretion the securities to be purchased or sold and the portion of the Company's assets to be held uninvestedsold, to provide the Manager and the Company Trust with records concerning the Adviser's ’s activities which the Company Trust is required to maintain maintain, and upon request, to render regular reports to the Company's Manager and to the Trust’s officers and Board of Directors (the "Board") Trustees concerning the Adviser's ’s discharge of the foregoing responsibilities. Without limiting the generality of the foregoing, the Adviser is specifically authorized to invest the Company's assets (which may constitute, in the aggregate, all of the Company's assets) in unregistered investment funds or other investment vehicles and registered investment companies ("Investment Funds") which are managed by investment managers ("Investment Managers"). The Adviser shall discharge the foregoing responsibilities subject to the Manager’s oversight and the control of the officers and the BoardTrustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies policies, and limitations for each such Portfolio set forth in the Company's private placement memorandum, Trust’s current registration statement as the same may be amended or supplemented from time to time with notice to the Advisertime, and applicable laws and regulations.
(b) Without limiting the forgoingregulation. However, the Adviser acknowledges its responsibility and agrees shall be granted a reasonable period of time to conduct proper due diligence on bring the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies Portfolio into compliance with the valuation procedures adopted by the Company.
(c) any amended guidelines. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide, provide at its own expense, expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. Nothing in this agreement shall be considered as authorizing or requiring the Adviser to take or receive possession of, or perform any custodial duties related to, any of the Portfolio’s assets. As a result, the Adviser shall not be held liable for the custodial arrangements of the Portfolio. For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s). The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.
Appears in 1 contract
Samples: Investment Advisory Agreement (American Beacon Funds)
Duties of Adviser. (a) The Manager Partnership hereby appoints the Adviser to act as investment adviser to the CompanyPartnership, for the period and on the terms set forth in this Agreement, pursuant to the policies set forth Agreement and in the Company's Private Placement Memorandum Partnership’s Amended and the Investment Management Restated Agreement between the Company and the Manager of Limited Partnership dated as of May 11, 2005 (the "Management Agreement"“Partnership LPA”), as the Management Agreement Partnership LPA may be amended from time to time with notice to the Adviser. The Adviser specifically acknowledges its obligations to follow under the policies as set forth in the Company's Private Placement Memorandum and the Management AgreementPartnership LPA, provided that the Adviser shall not be obligated to follow any amendment to the policies to the Company or the Management Agreement Partnership LPA that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Manager Partnership employs the Adviser to formulate a continuing investment program in accordance with the investment objective and strategies set forth in the Company's Private Placement Memorandum and to manage the investment and reinvestment of the assets of the CompanyPartnership, to continuously review, supervise and administer the investment program of the CompanyPartnership, to determine in its discretion the securities to be purchased or sold and the portion of the Company's Partnership’s assets to be held uninvested, to provide the Manager and the Company Partnership with records concerning the Adviser's ’s activities which the Company Partnership is required to maintain and upon request, to render regular reports to the Company's Partnership’s officers and Board of Directors (the "Board") concerning the Adviser's ’s discharge of the foregoing responsibilities. Without limiting the generality of the foregoing, the Adviser is specifically authorized to invest discrete portions of the Company's Partnership’s assets (which may constitute, in the aggregate, all of the Company's Partnership’s assets) in unregistered investment funds or other investment vehicles and registered investment companies ("“Investment Funds"”) which are managed by investment managers ("“Investment Managers"”). The Adviser shall discharge the foregoing responsibilities subject to the control of the officers and the BoardBoard of Directors of the Partnership, and in compliance with the objectives, policies and limitations set forth in the Company's Partnership’s private placement memorandum, as the same may be amended or supplemented from time to time with notice to the Adviser, and applicable laws and regulations.
(b) Without limiting the forgoing, the Adviser acknowledges its responsibility and agrees to conduct proper due diligence on the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the Company.
(c) The Adviser accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein.
Appears in 1 contract
Samples: Investment Advisory Agreement (Morgan Stanley Institutional Fund of Hedge Funds II LP)
Duties of Adviser. (a) The Manager Fund hereby appoints the Adviser to act as investment adviser to the CompanyFund, for the period and on the terms set forth in this Agreement, pursuant to the policies set forth in the Company's Private Placement Memorandum and the Investment Management Agreement between the Company and the Manager (the "Management Agreement"), as the Management Agreement may be amended from time to time with notice to the Adviser. The Adviser specifically acknowledges its obligations to follow the policies as set forth in the Company's Private Placement Memorandum and the Management Agreement, provided that the Adviser shall not be obligated to follow any amendment to the policies to the Company or the Management Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Manager Fund employs the Adviser to formulate a continuing investment program in accordance with the investment objective and strategies set forth in the Company's Private Placement Memorandum and to manage the investment and reinvestment of the assets of the CompanyFund, continuously to continuously review, supervise and administer the investment program of the CompanyFund, to determine in its discretion the securities to be purchased or sold and the portion of the Company's Fund’s assets to be held uninvested, to provide the Manager and the Company Fund with records concerning the Adviser's ’s activities which the Company Fund is required to maintain and upon request, to render regular reports to the Company's Fund’s officers and Board of Directors (the "Board") Managers concerning the Adviser's ’s discharge of the foregoing responsibilities. Without limiting the generality of the foregoing, the Adviser is specifically authorized to invest the Company's assets (which may constitute, in the aggregate, all of the Company's assets) in unregistered investment funds or other investment vehicles and registered investment companies ("Investment Funds") which are managed by investment managers ("Investment Managers"). The Adviser shall discharge the foregoing responsibilities subject to the control of the officers and the BoardBoard of Managers of the Fund, and in compliance with the objectives, policies and limitations set forth in the Company's private placement memorandumFund’s prospectus and statement of additional information, as the same may be amended or supplemented from time to time with notice to the Adviser, and applicable laws and regulations.
(b) Without limiting the forgoing, the Adviser acknowledges its responsibility and agrees to conduct proper due diligence on the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the Company.
(c) The Adviser accepts such employment appointment and agrees to render the services and to provide, at its own expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein.
(c) The Adviser may itself, or may cause the Fund to, commence, join in, consent to or oppose the reorganization, recapitalization, consolidation, sale, merger, foreclosure, liquidation or readjustment of the finances of any person or the securities or other property thereof, and to deposit any securities or other property with any protective, reorganization or similar committee. Without limiting the generality of the foregoing, the Adviser may represent the Fund on a creditors’ (or similar) committee.
(d) The Adviser shall have sole authority to exercise whatever powers the Fund may possess with respect to any of its assets, including, but not limited to, the right to vote proxies, the power to exercise rights, options, warrants, conversion privileges and redemption privileges, and to tender securities pursuant to a tender offer.
Appears in 1 contract
Samples: Investment Advisory Agreement (Silicon Valley Access Fund LLC)
Duties of Adviser. The principal duties of the Adviser shall be to supervise and make recommendations to the Trust concerning the Trust's investments and to provide administrative services with respect to the Trust and as administrator of the Trust's day-to-day affairs, in each case subject to the supervision of the Trustees. Subject to the supervision of the Trustees and consistent with the provisions of the Declaration of Trust, the Bankruptcy Code and the orders of the Court, the duties of the Adviser shall include:
(a) The Manager hereby appoints perform or cause to be performed, on behalf of the Adviser to act as investment adviser Trust, the necessary administrative functions relating to the Company, for management of the period Trust and on the terms set forth in this Agreement, pursuant to the policies set forth Trust's participation in the Company's Private Placement Memorandum Proceedings, including the compliance with reporting requirements and the Investment Management Agreement between the Company and the Manager (the "Management Agreement"), as the Management Agreement may be amended from time to time with notice to the Adviser. The Adviser specifically acknowledges its obligations to follow the policies as set forth in the Company's Private Placement Memorandum and the Management Agreement, provided that the Adviser shall not be obligated to follow any amendment to the policies to the Company or the Management Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice preparation of such amendment and has agreed thereto in writing. The Manager employs the Adviser to formulate a continuing investment program in accordance with the investment objective and strategies set forth in the Company's Private Placement Memorandum and to manage the investment and reinvestment of the assets of the Company, to continuously review, supervise and administer the investment program of the Company, to determine in its discretion the securities operating reports required to be purchased or sold and the portion of the Company's assets to be held uninvested, to provide the Manager and the Company with records concerning the Adviser's activities which the Company is required to maintain and upon request, to render regular reports to the Company's officers and Board of Directors (the "Board") concerning the Adviser's discharge of the foregoing responsibilities. Without limiting the generality of the foregoing, the Adviser is specifically authorized to invest the Company's assets (which may constitute, in the aggregate, all of the Company's assets) in unregistered investment funds or other investment vehicles and registered investment companies ("Investment Funds") which are managed by investment managers ("Investment Managers"). The Adviser shall discharge the foregoing responsibilities subject to the control of the officers and the Board, and in compliance with the objectives, policies and limitations set forth in the Company's private placement memorandum, as the same may be amended or supplemented from time to time with notice to the Adviser, and applicable laws and regulations.filed therein;
(b) Without limiting serve as the forgoingTrust's investment and financial Adviser;
(c) investigate, select (subject, where applicable, to approval by the Court), and supervise accountants, legal counsel, property managers, brokers, investors, builders, developers, banks and other lenders, and others as necessary in connection with the business of the Trust and the fulfillment of the Adviser's duties hereunder; the foregoing duties shall include without limitation supervising the Trust's participation in the Proceedings, the Adviser acknowledges its responsibility Trust's negotiations with creditors and agrees interest holders, the Trust's negotiations with ART and others concerning the Merger Agreement and any amendment or restatement thereof (including amendments resulting from the ART Restructuring Agreement) and related matters and the Trust's negotiations with respect to conduct proper due diligence the disposition of the Mall;
(d) maintain bank accounts for the Trust, and arrange for appropriate property and liability insurance coverages to protect the Trust's assets, including fidelity bonds with respect to fraudulent and negligent acts, errors and omissions, in amounts specified by the Trustees and approved by the Court, covering all the personnel handling funds and other assets of the Trust, with the Trust named as an insured party;
(e) maintain books of account and appropriate records of activities on behalf of the Investment Funds Trust and, subject to the engagement of professional law and Investment Managers accounting firms when appropriate, prepare and submit all necessary financial statements, reports, tax returns, and other correspondence as is required by its fiduciary roleapplicable third parties, including, without limitation, reviewing the valuation procedures of each Investment Fund Securities and making a determination that such Investment Fund complies with Exchange Commission, the valuation procedures adopted by the Company.Internal Revenue Service, and shareholders;
(cf) The Adviser accepts such employment and agrees to render the services and to provide, at its own expense, the provide office space, furnishings office equipment (which space and equipment need not be separate from the Adviser's) and officer personnel (as identified below);
(g) obtain for the personnel required by it to perform Trust the services on that may be required in acquiring and disposing of investments of the terms Trust, disbursing and collecting the funds of the Trust, paying the debts and fulfilling the obligations of the Trust, and handling, prosecuting and settling any claim of the Trust, subject, where applicable, to approval by the Court;
(h) obtain for the compensation provided hereinTrust such services as may be required for property management and other activities relating to the investment portfolio of the Trust; and
(i) make available Persons to act as the officers (not on a full-time basis) of the Trust, including specifically the services of Xxxxxxxx and Xxxxx X. Xxxxxxxx ("Xxxxxxxx"); provided, however, that the provision of those services shall be subject to the provision and continuation of Director and Officer liability insurance deemed adequate by the Adviser. In performing its various services under this Agreement, the Adviser may from time to time call upon and utilize various facilities, personnel and support services of other Persons including, with Court approval, one or more Affiliates of the Adviser.
Appears in 1 contract
Duties of Adviser. (a) The Manager hereby appoints Pursuant to this Agreement and subject to the oversight and review of the Board of Trustees, the Adviser to act as investment adviser to the Company, for the period and on the terms set forth in this Agreement, pursuant to the policies set forth in the Company's Private Placement Memorandum and the Investment Management Agreement between the Company and the Manager (the "Management Agreement"), as the Management Agreement may be amended from time to time with notice to the Adviser. The Adviser specifically acknowledges its obligations to follow the policies as set forth in the Company's Private Placement Memorandum and the Management Agreement, provided that the Adviser shall not be obligated to follow any amendment to the policies to the Company or the Management Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Manager employs the Adviser to formulate a continuing investment program in accordance with the investment objective and strategies set forth in the Company's Private Placement Memorandum and to will manage the investment and reinvestment of the assets of the CompanyFund. The Adviser will determine, to continuously review, supervise and administer the investment program of the Company, to determine in its discretion and subject to the oversight and review of the Board of Trustees, the securities and options to be purchased or sold by the Fund, and shall provide the Board of Trustees of the Trust and the portion Fund once each quarter, or on such periodic basis as the Board of Trustees may request, with information relating to transactions concerning the Fund's assets. The Adviser shall also provide the Board of Trustees of the Company's assets Trust with such records and information concerning its activities with respect to be held uninvested, to provide or affecting the Manager and Fund as the Company with records concerning the Adviser's activities which the Company is required to maintain and upon request, to render regular reports to the Company's officers and Board of Directors (the "Board") concerning the Adviser's discharge Trustees of the foregoing responsibilities. Without limiting the generality of the foregoing, the Adviser is specifically authorized to invest the Company's assets (which Trust may constitute, in the aggregate, all of the Company's assets) in unregistered investment funds or other investment vehicles and registered investment companies ("Investment Funds") which are managed by investment managers ("Investment Managers")reasonably request. The Adviser shall discharge the foregoing its responsibilities under this agreement, subject to the control of the officers and the Board, Board of Trustees of the Trust and in compliance with (i) the Trust's current prospectus and statement of additional information, in particular, the objectives, policies policies, and limitations for the Fund set forth therein, (ii) the Agreement and Declaration of Trust and By-Laws of the Trust, (iii) applicable laws and regulations, and (iv) such compliance or similar policies or procedures as the Board of Trustees of the Trust may from time to time adopt as to which the Adviser has prior written notice, in each case as may be amended from time to time. The Adviser shall cooperate with the Board of Trustees of the Trust as may be reasonably requested in connection with the Adviser's responsibilities to the Fund and the Trust. The Adviser shall also promptly review, and with respect to matters relating or information known to it, provide comments on, any Fund offering or disclosure materials provided to it for review. The Adviser represents and warrants to the Trust that the Adviser's operations and investment management activities on behalf of the Fund will at all times be in compliance with all applicable federal and state laws governing the Fund's operations and investments. Without limiting the foregoing, the Adviser represents and warrants that it will (i) invest and reinvest the Fund's assets in a manner that will enable the Fund to qualify and elect to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"); and (ii) comply with (1) the provisions of the Act and rules adopted thereunder; and (2) other applicable federal and state laws and regulations. The Adviser further represents and warrants that to the extent that any statements or omissions made in the Trust's Registration Statement under the Act and the 1933 Act, on Form N-2, as filed with the Securities and Exchange Commission relating to the Fund and the Trust's Shares and any amendments or supplements thereto (the "Registration Statement"), are made in reliance upon and in conformity with information furnished by the Adviser for use therein, such Registration Statement will conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Securities and Exchange Commission thereunder (the "1933 Act") and the Act and will not, as to information relating to the Adviser and its activities on behalf of the Fund, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading at the time such information is furnished. In addition, the Adviser shall promptly advise the Trust of any modifications or supplements to such information furnished by it to the extent such modifications or supplements become necessary to ensure that such information continues to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Without limiting the foregoing, the Adviser shall have the following rights and shall perform the following duties, subject to the directions of the Board of Trustees of the Trust:
(a) to comply with the investment objectives and policies applicable to the Fund, including any restrictions on investments as set forth in the Company's private placement memorandum, as the same may be amended or supplemented from time to time with notice to the AdviserRegistration Statement, and applicable laws to implement or arrange for the implementation of such objectives and regulations.policies;
(b) Without limiting to make all investment decisions with respect to the forgoingFund, including decisions regarding the purchase and sale of Fund's portfolio securities, the Adviser acknowledges its responsibility writing of covered call options, cash covered put options and agrees to conduct proper due diligence on the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted other derivative securities permitted by the Company.Registration Statement and the closing out of covered call options and other derivative securities written by the Trust [and to execute transactions in securities and options on behalf of the Trust];
(c) The to select broker-dealers and negotiate brokerage commission rates, subject to ss.4 hereof;
(d) to instruct the Fund concerning the exercise of any conversion privileges, subscription rights, warrants or other rights or options available in connection with any securities at any time held by the Fund;
(e) to instruct the Fund concerning the voting of any portfolio securities that may be held at any time and with respect to the exercise of any right appurtenant to any securities or other property held at any time;
(f) to instruct the Fund with respect to the renewal or extension or participation in the renewal or extension of any securities in the Portfolio on such terms as the Adviser accepts may deem advisable; and
(g) to provide such employment other investment advisory, portfolio management and agrees related services to the Fund as the Board of Trustees of the Trust may request from time to time.
(h) to render the services set forth herein and to provide, at its own expense, provide the office space, furnishings and furnishings, equipment and the personnel required by it to perform the such services on the terms and for the compensation provided hereinin this Agreement.
(i) to maintain a level of errors and omissions or professional liability insurance coverage that is from time to time reasonably satisfactory to the Trust.
(j) to select and engage a party to provide subadvisory services to the Trust, subject to the supervision of the Adviser and the Board of Trustees, and to make and enter into a Sub-Advisory Agreement with such party that sets forth all material terms of such engagement.
Appears in 1 contract
Samples: Investment Advisory Agreement (New Colony Investment Trust)
Duties of Adviser. (a) The Manager Company hereby appoints the Adviser to act as provide or arrange to provide directly or through third parties, investment adviser advisory services to its Short Term Tax Aware Fixed Income Portfolio (the Company, “Portfolio”) for the period and on the such terms set forth in this Agreement, pursuant . Subject to the policies approval of the Company’s Board of Directors, any applicable provisions of the Investment Company Act of 1940 (the “1940 Act”) and the Investment Advisers Act of 1940, the Adviser may select one or more sub-advisers to perform any or all of the services set forth in this Agreement for assets of the Company's Private Placement Memorandum and the Investment Management Agreement between the Company and the Manager (the "Management Agreement"), as the Management Agreement may be amended from time to time with notice to the Adviser. The Adviser specifically acknowledges its obligations to follow the policies as set forth in the Company's Private Placement Memorandum and the Management Agreement, provided that the Adviser shall not be obligated to follow any amendment to the policies to the Company or the Management Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Manager employs Portfolio assigned by the Adviser to formulate a continuing investment program in accordance with the investment objective and strategies set forth in particular sub-adviser. The Company employs the Company's Private Placement Memorandum and Adviser, directly or through sub-advisers: to manage the investment and reinvestment of the assets of the Company, Portfolio; to continuously review, supervise and administer the investment program of the Company, Portfolio; to determine in its (or any selected sub-advisers’) discretion the securities to be purchased or sold and the portion of the Company's Portfolio’s assets to be held uninvested, ; to provide the Manager and the Company with records concerning the Adviser's ’s (and any selected sub-advisers’) activities which the Company is required to maintain maintain; and upon request, to render regular reports to the Company's ’s officers and Board of Directors (the "Board") concerning the Adviser's ’s discharge of the foregoing responsibilities. Without limiting The Adviser shall monitor the generality of the foregoing, the Adviser is specifically authorized to invest the Company's assets (which may constitute, in the aggregate, all of the Company's assets) in unregistered investment funds or other investment vehicles and registered investment companies ("Investment Funds") which are managed services performed by investment managers ("Investment Managers")any selected sub-advisers. The Adviser and any selected sub-advisers shall discharge the foregoing responsibilities subject to the control of the officers and the Board, Board of Directors of the Company and in compliance with the objectivesobjective, policies and limitations set forth in the Company's private placement memorandum, as the same may be amended or supplemented from time to time with notice to the Adviser, Portfolio’s prospectus and applicable laws and regulations.
(b) Without limiting the forgoing, the Adviser acknowledges its responsibility and agrees to conduct proper due diligence on the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the Company.
(c) . The Adviser accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein.
Appears in 1 contract
Duties of Adviser. (a) The Manager Company hereby appoints the Adviser to act as provide or arrange to provide directly or through third parties, investment adviser advisory services to its Muni Enrichment Portfolio (the Company, “Portfolio”) for the period and on the such terms set forth in this Agreement, pursuant . Subject to the policies approval of the Company’s Board of Directors, any applicable provisions of the Investment Company Act of 1940 (the “1940 Act”) and the Investment Advisers Act of 1940, the Adviser may select one or more sub-advisers to perform any or all of the services set forth in this Agreement for assets of the Company's Private Placement Memorandum and the Investment Management Agreement between the Company and the Manager (the "Management Agreement"), as the Management Agreement may be amended from time to time with notice to the Adviser. The Adviser specifically acknowledges its obligations to follow the policies as set forth in the Company's Private Placement Memorandum and the Management Agreement, provided that the Adviser shall not be obligated to follow any amendment to the policies to the Company or the Management Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Manager employs Portfolio assigned by the Adviser to formulate a continuing investment program in accordance with the investment objective and strategies set forth in particular sub-adviser. The Company employs the Company's Private Placement Memorandum and Adviser, directly or through sub-advisers: to manage the investment and reinvestment of the assets of the Company, Portfolio; to continuously review, supervise and administer the investment program of the Company, Portfolio; to determine in its (or any selected sub-advisers’) discretion the securities to be purchased or sold and the portion of the Company's Portfolio’s assets to be held uninvested, ; to provide the Manager and the Company with records concerning the Adviser's ’s (and any selected sub-advisers’) activities which the Company is required to maintain maintain; and upon request, to render regular reports to the Company's ’s officers and Board of Directors (the "Board") concerning the Adviser's ’s discharge of the foregoing responsibilities. Without limiting The Adviser shall monitor the generality of the foregoing, the Adviser is specifically authorized to invest the Company's assets (which may constitute, in the aggregate, all of the Company's assets) in unregistered investment funds or other investment vehicles and registered investment companies ("Investment Funds") which are managed services performed by investment managers ("Investment Managers")any selected sub-advisers. The Adviser and any selected sub-advisers shall discharge the foregoing responsibilities subject to the control of the officers and the Board, Board of Directors of the Company and in compliance with the objectivesobjective, policies and limitations set forth in the Company's private placement memorandum, as the same may be amended or supplemented from time to time with notice to the Adviser, Portfolio’s prospectus and applicable laws and regulations.
(b) Without limiting the forgoing, the Adviser acknowledges its responsibility and agrees to conduct proper due diligence on the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the Company.
(c) . The Adviser accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein.
Appears in 1 contract
Duties of Adviser. (a) The Manager hereby appoints the Adviser to act as investment adviser to the Company, for the period and on the terms set forth in this Agreement, pursuant to the policies set forth in the Company's Private Placement Memorandum and the Investment Management Agreement between the Company and the Manager (the "Management Agreement"), as the Management Agreement may be amended from time to time with notice to the Adviser. The Adviser specifically acknowledges its obligations to follow the policies as set forth in the Company's Private Placement Memorandum and the Management Agreement, provided that the Adviser shall not be obligated to follow any amendment to the policies to the Company or the Management Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Manager employs the Adviser to formulate a continuing investment program in accordance with the investment objective and strategies set forth in the Company's Private Placement Memorandum and to manage the investment and reinvestment of the assets such portion, if any, of the CompanyPortfolios' assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise supervise, and administer the investment program of the CompanyPortfolios, to determine in its the Adviser's discretion the securities to be purchased or sold and the portion of the Company's assets to be held uninvestedsold, to provide the Manager and the Company Mileage Trust with records concerning the Adviser's activities which the Company Mileage Trust is required to maintain maintain, and upon request, to render regular reports to the CompanyManager and to the Mileage Trust's officers and Board of Directors (the "Board") Trustees concerning the Adviser's discharge of the foregoing responsibilities. Without limiting the generality of the foregoing, the Adviser is specifically authorized to invest the Company's assets (which may constitute, in the aggregate, all of the Company's assets) in unregistered investment funds or other investment vehicles and registered investment companies ("Investment Funds") which are managed by investment managers ("Investment Managers"). The Adviser shall discharge the foregoing responsibilities subject to the Manager's oversight and the control of the officers and the BoardTrustees of the Mileage Trust and in compliance with such policies as the Trustees may 2 from time to time establish, and in compliance with the objectives, policies policies, and limitations for each such Portfolio set forth in the CompanyMileage Trust's private placement memorandum, current registration statement as the same may be amended or supplemented from time to time with notice to the Advisertime, and applicable laws and regulations.
(b) Without limiting the forgoing, the Adviser acknowledges its responsibility and agrees to conduct proper due diligence on the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the Company.
(c) . The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide, provide at its own expense, expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Mileage Trust's Custodian(s) to hold and/or transfer the Portfolios' assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term "Proper Instructions" shall have the meaning(s) specified in the applicable agreement(s) between the Mileage Trust and its custodian(s).) The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Mileage Trust expenses except as specified in this Agreement.
Appears in 1 contract
Samples: Investment Advisory Agreement (American Aadvantage Mileage Funds)
Duties of Adviser. (a) The Manager hereby appoints the Adviser to act as investment adviser to the Company, for the period and on the terms set forth in this Agreement, pursuant to the policies set forth in the Company's Private Placement Memorandum ’s registration statement, including the information therein incorporated by reference, filed with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the “1940 Act”), (File No. 811-21814) (the “Registration Statement”), and the Investment Management Agreement between the Company and the Manager (the "“Management Agreement"”), as the Management Agreement may be amended from time to time with notice to the Adviser. The Adviser specifically acknowledges its obligations to follow the policies as set forth in the Company's Private Placement Memorandum ’s Registration Statement and the Management Agreement, provided that the Adviser shall not be obligated to follow any amendment to the policies to the Company or the Management Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Manager employs the Adviser to formulate a continuing investment program in accordance with the investment objective and strategies set forth in the Company's Private Placement Memorandum ’s Registration Statement and to manage the investment and reinvestment of the assets of the Company, to continuously review, supervise and administer the investment program of the Company, to determine in its discretion the securities to be purchased or sold and the portion of the Company's ’s assets to be held uninvested, to provide the Manager and the Company with records concerning the Adviser's ’s activities which the Company is required to maintain and upon request, to render regular reports to the Company's ’s officers and Board of Directors (the "“Board"”) concerning the Adviser's ’s discharge of the foregoing responsibilities. Without limiting the generality of the foregoing, the Adviser is specifically authorized to (i) invest the Company's ’s assets (which may constitute, in the aggregate, all of the Company's ’s assets) in unregistered investment funds or other investment vehicles and registered investment companies ("“Investment Funds"”) which are managed by investment managers ("“Investment Managers"”); (ii) invest the Company's assets in separate investment vehicles for which the Investment Managers serve as general partners or managing members and in which the Company is the sole investor (“Investment Funds”); and (iii) invest discrete portions of the Company’s assets with Investment Managers who are retained to manage the Company’s assets directly through separate managed accounts (Investment Managers who directly manage Investment Funds and managed accounts for which the Company is the sole investor are collectively referred to as “Sub-advisers”). The selection of Sub-advisers shall, however, be subject to the approval by the Board in accordance with requirements of the 1940 Act and a vote of a majority of the outstanding voting securities of the Company unless the Company acts in reliance on exemptive or other relief granted by the Securities and Exchange Commission from the provisions of the 1940 Act requiring such approval by security holders. The Adviser shall discharge the foregoing responsibilities subject to the control of the officers and the Board, and in compliance with the objectives, policies and limitations set forth in the Company's private placement memorandum’s Registration Statement, as the same may be amended or supplemented from time to time with notice to the Adviser, and applicable laws and regulations.
(b) Without limiting the forgoingforegoing, the Adviser acknowledges its responsibility and agrees to conduct proper due diligence on the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the Company.
(c) The Adviser accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein.
Appears in 1 contract
Samples: Investment Advisory Agreement (Mercantile Absolute Return Fund LLC)
Duties of Adviser. (a) The Manager hereby appoints the Adviser to act as investment adviser to the Company, for the period and on the terms set forth in this Agreement, pursuant to the policies set forth in the Company's Private Placement Memorandum and the Investment Management Agreement between the Company and the Manager (the "Management Agreement"), as the Management Agreement may be amended from time to time with notice to the Adviser. The Adviser specifically acknowledges its obligations to follow the policies as set forth in the Company's Private Placement Memorandum and the Management Agreement, provided that the Adviser shall not be obligated to follow any amendment to the policies to the Company or the Management Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Manager employs the Adviser to formulate a continuing investment program in accordance with the investment objective and strategies set forth in the Company's Private Placement Memorandum and to manage the investment and reinvestment of the assets of the Company, to continuously review, supervise and administer the investment program of the Company, to determine in its discretion the securities to be purchased or sold and the portion of the Company's assets to be held uninvested, to provide the Manager and the Company with records concerning the Adviser's activities which the Company is required to maintain and upon request, to render regular reports to the Company's officers and Board of Directors (the "Board") concerning the Adviser's discharge of the foregoing responsibilities. Without limiting the generality of the foregoing, the Adviser is specifically authorized to (i) invest the Company's assets (which may constitute, in the aggregate, all of the Company's assets) in unregistered investment funds or other investment vehicles and registered investment companies ("Investment Funds") which are managed by investment managers ("Investment Managers"); (ii) invest the Company's assets in separate investment vehicles for which the Investment Managers serve as general partners or managing members and in which the Company is the sole investor ("Investment Funds"); and (iii) invest discrete portions of the Company's assets with Investment Managers who are retained to manage the Company's assets directly through separate managed accounts (Investment Managers who directly manage Investment Funds and managed accounts for which the Company is the sole investor are collectively referred to as "Subadvisers"). The selection of Subadvisers shall, however, be subject to the approval by the Board in accordance with requirements of the Investment Company Act of 1940, as amended (the "1940 Act"), and a vote of a majority of the outstanding voting securities of the Company unless the Company acts in reliance on exemptive or other relief granted by the Securities and Exchange Commission from the provisions of the 1940 Act requiring such approval by security holders. The Adviser shall discharge the foregoing responsibilities subject to the control of the officers and the Board, and in compliance with the objectives, policies and limitations set forth in the Company's private placement memorandum, as the same may be amended or supplemented from time to time with notice to the Adviser, and applicable laws and regulations.
(b) Without limiting the forgoing, the Adviser acknowledges its responsibility and agrees to conduct proper due diligence on the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the Company.
(c) The Adviser accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. 2.
Appears in 1 contract
Samples: Investment Advisory Agreement (Mercantile Absolute Return Fund LLC)
Duties of Adviser. (a) The Manager hereby appoints the Adviser to act as investment adviser to the Company, for the period and on the terms set forth in this Agreement, pursuant to the policies set forth in the Company's Private Placement Memorandum and the Investment Management Agreement between the Company and the Manager (the "Management Agreement"), as the Management Agreement may be amended from time to time with notice to the Adviser. The Adviser specifically acknowledges its obligations to follow the policies as set forth in the Company's Private Placement Memorandum and the Management Agreement, provided that the Adviser shall not be obligated to follow any amendment to the policies to the Company or the Management Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Manager employs the Adviser to formulate a continuing investment program in accordance with the investment objective and strategies set forth in the Company's Private Placement Memorandum and to manage the investment and reinvestment of the assets such portion, if any, of the CompanyPortfolios’ assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise supervise, and administer the investment program of the CompanyPortfolios, to determine in its the Adviser’s discretion the securities to be purchased or sold and the portion of the Company's assets to be held uninvestedsold, to provide the Manager and the Company Trust with records concerning the Adviser's ’s activities which the Company Trust is required to maintain maintain, and upon request, to render regular reports to the Company's Manager and to the Trust’s officers and Board of Directors (the "Board") Trustees concerning the Adviser's ’s discharge of the foregoing responsibilities. Without limiting the generality of the foregoing, the Adviser is specifically authorized to invest the Company's assets (which may constitute, in the aggregate, all of the Company's assets) in unregistered investment funds or other investment vehicles and registered investment companies ("Investment Funds") which are managed by investment managers ("Investment Managers"). The Adviser shall discharge the foregoing responsibilities subject to the Manager’s oversight and the control of the officers and the BoardTrustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies policies, and limitations for each such Portfolio set forth in the Company's private placement memorandum, Trust’s current registration statement as the same may be amended or supplemented from time to time with notice to the Advisertime, and applicable laws and regulations.
(b) Without limiting the forgoing, the Adviser acknowledges its responsibility and agrees to conduct proper due diligence on the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the Company.
(c) . The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide, provide at its own expense, expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser is authorized on behalf of the Portfolios, and consistent with the investment discretion delegated to, and in connection with the services performed by, the Adviser herein, to: (i) enter into agreements and execute any documents, including without limitation, futures and options transactions, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, and other investment related agreements required to meet the obligations of the Trust with respect to any investments made for the Portfolio. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein. Adviser is authorized on behalf of Manager to make all elections required in such agreements, instruments and documentation and make and to receive all related notices from brokers or other counterparties. Manager also authorizes Adviser as agent and attorney-in-fact to make transactions in futures contracts and options on futures contracts on margin, for the Portfolio, and authorizes each broker with whom Adviser makes such transactions to follow its’ instructions with respect to such transactions. Manager understands and agrees that Adviser will determine that such transactions are permitted before instructing a broker to enter into such transactions and that any broker receiving an order for any such transaction will have no independent obligation to ensure that the transactions are consistent with the Trust’s registration statement of the Portfolio’s investment guidelines; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are accurate and consistent with the relevant Portfolio’s investment policies and other governing documents; (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by the Portfolio under such documentation; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting a Portfolio under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Portfolios, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Portfolio; (iii) deposit of margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Portfolio with respect to any of its investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit margin or collateral shall be effected by transfer or segregation within an account maintained for the Portfolios by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement. The Adviser may delegate portfolio management and administrative duties to its affiliates and share such information as necessary to accomplish these purposes. In all cases, the Adviser shall remain liable as if such services were provided directly. The Advisor agrees to notify the Manager of any changes to investment personnel or their employer in advance of those changes. No additional fees shall be imposed for such services except as otherwise agreed.
Appears in 1 contract
Samples: Investment Advisory Agreement (American Beacon Institutional Funds Trust)
Duties of Adviser. (a) The Manager hereby appoints the Adviser to act as investment adviser to the Company, for the period and on the terms set forth in this Agreement, pursuant to the policies set forth in the Company's Private Placement Memorandum ’s registration statement, including the information therein incorporated by reference, filed with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the “1940 Act”), (File No. 811-21818) (the “Registration Statement”), and the Investment Management Agreement between the Company and the Manager (the "“Management Agreement"”), as the Management Agreement may be amended from time to time with notice to the Adviser. The Adviser specifically acknowledges its obligations to follow the policies as set forth in the Company's Private Placement Memorandum ’s Registration Statement and the Management Agreement, provided that the Adviser shall not be obligated to follow any amendment to the policies to the Company or the Management Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Manager employs the Adviser to formulate a continuing investment program in accordance with the investment objective and strategies set forth in the Company's Private Placement Memorandum ’s Registration Statement and to manage the investment and reinvestment of the assets of the Company, to continuously review, supervise and administer the investment program of the Company, to determine in its discretion the securities to be purchased or sold and the portion of the Company's ’s assets to be held uninvested, to provide the Manager and the Company with records concerning the Adviser's ’s activities which the Company is required to maintain and upon request, to render regular reports to the Company's ’s officers and Board of Directors (the "“Board"”) concerning the Adviser's ’s discharge of the foregoing responsibilities. Without limiting the generality of the foregoing, the Adviser is specifically authorized to invest the Company's ’s assets (which may constitute, in the aggregate, all of the Company's ’s assets) in unregistered investment funds or other investment vehicles and registered investment companies ("“Investment Funds"”) which are managed by investment managers ("“Investment Managers"”). The Adviser shall discharge the foregoing responsibilities subject to the control of the officers and the Board, and in compliance with the objectives, policies and limitations set forth in the Company's private placement memorandum’s Registration Statement, as the same may be amended or supplemented from time to time with notice to the Adviser, and applicable laws and regulations.
(b) Without limiting the forgoingforegoing, the Adviser acknowledges its responsibility and agrees to conduct proper due diligence on the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the Company.
(c) The Adviser accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein.
Appears in 1 contract
Samples: Investment Advisory Agreement (Mercantile Long Short Manager Fund LLC)
Duties of Adviser. (a) The Manager Company hereby appoints the Adviser to act as provide or arrange to provide directly or through third parties, investment adviser advisory services to its Equity Income Portfolio (the Company, “Portfolio”) for the period and on the such terms set forth in this Agreement, pursuant . Subject to the policies approval of the Company’s Board of Directors, any applicable provisions of the Investment Company Act of 1940 (the “1940 Act”) and the Investment Advisers Act of 1940, the Adviser may select one or more sub-advisers to perform any or all of the services set forth in this Agreement for assets of the Company's Private Placement Memorandum and the Investment Management Agreement between the Company and the Manager (the "Management Agreement"), as the Management Agreement may be amended from time to time with notice to the Adviser. The Adviser specifically acknowledges its obligations to follow the policies as set forth in the Company's Private Placement Memorandum and the Management Agreement, provided that the Adviser shall not be obligated to follow any amendment to the policies to the Company or the Management Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Manager employs Portfolio assigned by the Adviser to formulate a continuing investment program in accordance with the investment objective and strategies set forth in particular sub-adviser. The Company employs the Company's Private Placement Memorandum and Adviser, directly or through sub-advisers: to manage the investment and reinvestment of the assets of the Company, Portfolio; to continuously review, supervise and administer the investment program of the Company, Portfolio; to determine in its (or any selected sub-advisers’) discretion the securities to be purchased or sold and the portion of the Company's Portfolio’s assets to be held uninvested, ; to provide the Manager and the Company with records concerning the Adviser's ’s (and any selected sub-advisers’) activities which the Company is required to maintain maintain; and upon request, to render regular reports to the Company's ’s officers and Board of Directors (the "Board") concerning the Adviser's ’s discharge of the foregoing responsibilities. Without limiting The Adviser shall monitor the generality of the foregoing, the Adviser is specifically authorized to invest the Company's assets (which may constitute, in the aggregate, all of the Company's assets) in unregistered investment funds or other investment vehicles and registered investment companies ("Investment Funds") which are managed services performed by investment managers ("Investment Managers")any selected sub-advisers. The Adviser and any selected sub-advisers shall discharge the foregoing responsibilities subject to the control of the officers and the Board, Board of Directors of the Company and in compliance with the objectivesobjective, policies and limitations set forth in the Company's private placement memorandum, as the same may be amended or supplemented from time to time with notice to the Adviser, Portfolio’s prospectus and applicable laws and regulations.
(b) Without limiting the forgoing, the Adviser acknowledges its responsibility and agrees to conduct proper due diligence on the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the Company.
(c) . The Adviser accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein.
Appears in 1 contract
Duties of Adviser. (a) The Manager Fund hereby appoints the Adviser to act as investment adviser to the CompanyFund, for the period and on the terms set forth in this Agreement, pursuant to the policies set forth in the Company's Private Placement Memorandum and the Investment Management Agreement between the Company and the Manager (the "Management Agreement"), as the Management Agreement may be amended from time to time with notice to the Adviser. The Adviser specifically acknowledges its obligations to follow the policies as set forth in the Company's Private Placement Memorandum and the Management Agreement, provided that the Adviser shall not be obligated to follow any amendment to the policies to the Company or the Management Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Manager Fund employs the Adviser to formulate a continuing investment program in accordance with the investment objective and strategies set forth in the Company's Private Placement Memorandum and to manage the investment and reinvestment of the assets of the CompanyFund, continuously to continuously review, supervise and administer the investment program of the CompanyFund, to determine in its discretion the securities to be purchased or sold and the portion of the Company's Fund’s assets to be held uninvested, to provide the Manager and the Company Fund with records concerning the Adviser's ’s activities which the Company Fund is required to maintain and upon request, to render regular reports to the Company's Fund’s officers and Board of Directors (the "Board") Trustees concerning the Adviser's ’s discharge of the foregoing responsibilities. Without limiting the generality of the foregoing, the Adviser is specifically authorized to invest the Company's assets (which may constitute, in the aggregate, all of the Company's assets) in unregistered investment funds or other investment vehicles and registered investment companies ("Investment Funds") which are managed by investment managers ("Investment Managers"). The Adviser shall discharge the foregoing responsibilities subject to the control of the officers and the BoardBoard of Trustees of the Fund, and in compliance with the objectives, policies and limitations set forth in the Company's Fund’s private placement memorandum, as the same may be amended or supplemented from time to time with notice to the Adviser, and applicable laws and regulations.
(b) Without limiting the forgoing, the Adviser acknowledges its responsibility and agrees to conduct proper due diligence on the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the Company.
(c) The Adviser accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein.
(c) The Adviser may itself, or may cause the Fund to, commence, join in, consent to or oppose the reorganization, recapitalization, consolidation, sale, merger, foreclosure, liquidation or readjustment of the finances of any person or the securities or other property thereof, and to deposit any securities or other property with any protective, reorganization or similar committee. Without limiting the generality of the foregoing, the Adviser may represent the Fund on a creditors’ (or similar) committee.
(d) The Adviser shall have sole authority to exercise whatever powers the Fund may possess with respect to any of its assets, including, but not limited to, the right to vote proxies, the power to exercise rights, options, warrants, conversion privileges and redemption privileges, to tender securities pursuant to a tender offer, and to provide, on behalf of the Fund, significant managerial assistance to the Fund’s portfolio companies to the extent required by the Investment Company Act of 1940, as amended (the “1940 Act”), or otherwise deemed appropriate by the Adviser.
Appears in 1 contract
Samples: Investment Advisory Agreement (KKR Enhanced US Direct Lending Fund-L)
Duties of Adviser. (a) The Manager Company hereby appoints the Adviser to act as provide or arrange to provide directly or through third parties, investment adviser advisory services to its Municipal Allocation Portfolio (the Company, “Portfolio”) for the period and on the such terms set forth in this Agreement, pursuant . Subject to the policies approval of the Company’s Board of Directors, any applicable provisions of the Investment Company Act of 1940 (the “1940 Act”) and the Investment Advisers Act of 1940, the Adviser may select one or more sub-advisers to perform any or all of the services set forth in this Agreement for assets of the Company's Private Placement Memorandum and the Investment Management Agreement between the Company and the Manager (the "Management Agreement"), as the Management Agreement may be amended from time to time with notice to the Adviser. The Adviser specifically acknowledges its obligations to follow the policies as set forth in the Company's Private Placement Memorandum and the Management Agreement, provided that the Adviser shall not be obligated to follow any amendment to the policies to the Company or the Management Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Manager employs Portfolio assigned by the Adviser to formulate a continuing investment program in accordance with the investment objective and strategies set forth in particular sub-adviser. The Company employs the Company's Private Placement Memorandum and Adviser, directly or through sub-advisers: to manage the investment and reinvestment of the assets of the Company, Portfolio; to continuously review, supervise and administer the investment program of the Company, Portfolio; to determine in its (or any selected sub-advisers’) discretion the securities to be purchased or sold and the portion of the Company's Portfolio’s assets to be held uninvested, ; to provide the Manager and the Company with records concerning the Adviser's ’s (and any selected sub-advisers’) activities which the Company is required to maintain maintain; and upon request, to render regular reports to the Company's ’s officers and Board of Directors (the "Board") concerning the Adviser's ’s discharge of the foregoing responsibilities. Without limiting The Adviser shall monitor the generality of the foregoing, the Adviser is specifically authorized to invest the Company's assets (which may constitute, in the aggregate, all of the Company's assets) in unregistered investment funds or other investment vehicles and registered investment companies ("Investment Funds") which are managed services performed by investment managers ("Investment Managers")any selected sub-advisers. The Adviser and any selected sub-advisers shall discharge the foregoing responsibilities subject to the control of the officers and the Board, Board of Directors of the Company and in compliance with the objectivesobjective, policies and limitations set forth in the Company's private placement memorandum, as the same may be amended or supplemented from time to time with notice to the Adviser, Portfolio’s prospectus and applicable laws and regulations.
(b) Without limiting the forgoing, the Adviser acknowledges its responsibility and agrees to conduct proper due diligence on the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the Company.
(c) . The Adviser accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein.
Appears in 1 contract
Duties of Adviser. (a) The Manager hereby appoints the Adviser to act as investment adviser to the Company, for the period and on the terms set forth in this Agreement, pursuant to the policies set forth in the Company's Private Placement Memorandum and the Investment Management Agreement between the Company and the Manager (the "Management Agreement"), as the Management Agreement may be amended from time to time with notice to the Adviser. The Adviser specifically acknowledges its obligations to follow the policies as set forth in the Company's Private Placement Memorandum and the Management Agreement, provided that the Adviser shall not be obligated to follow any amendment to the policies to the Company or the Management Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Manager employs the Adviser to formulate a continuing investment program in accordance with the investment objective and strategies set forth in the Company's Private Placement Memorandum and to manage the investment and reinvestment of the assets such portion, if any, of the CompanyPortfolios’ assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise supervise, and administer the investment program of the CompanyPortfolios, to determine in its the Adviser’s discretion the securities to be purchased or sold and the portion of the Company's assets to be held uninvestedsold, to provide the Manager and the Company Trust with records concerning the Adviser's ’s activities which the Company Trust is required to maintain maintain, and upon request, to render regular reports to the Company's Manager and to the Trust’s officers and Board of Directors (the "Board") Trustees concerning the Adviser's ’s discharge of the foregoing responsibilities. Without limiting the generality of the foregoing, the Adviser is specifically authorized to invest the Company's assets (which may constitute, in the aggregate, all of the Company's assets) in unregistered investment funds or other investment vehicles and registered investment companies ("Investment Funds") which are managed by investment managers ("Investment Managers"). The Adviser shall discharge the foregoing responsibilities subject to the Manager’s oversight and the control of the officers and the BoardTrustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies policies, and limitations for each such Portfolio set forth in the Company's private placement memorandum, Trust’s current registration statement as the same may be amended or supplemented from time to time with notice to the Advisertime, and applicable laws and regulations.
(b) Without limiting the forgoing, the Adviser acknowledges its responsibility and agrees to conduct proper due diligence on the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the Company.
(c) . The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide, provide at its own expense, expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser is authorized on behalf of the Portfolios, and consistent with the investment discretion delegated to, and in connection with the services performed by, the Adviser herein, to: (i) enter into agreements and execute any documents, including without limitation, futures and options transactions, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, and other investment related agreements required to meet the obligations of the Trust with respect to any investments made for the Portfolios. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein. Adviser is authorized on behalf of Manager to make all elections required in such agreements, instruments and documentation and make and to receive all related notices from brokers or other counterparties. Manager also authorizes Adviser as agent and attorney-in-fact to make transactions in futures contracts and options on futures contracts on margin, for the Portfolio, and authorizes each broker with whom Adviser makes such transactions to follow its’ instructions with respect to such transactions. Manager understands and agrees that Adviser will determine that such transactions are permitted before instructing a broker to enter into such transactions and that any broker receiving an order for any such transaction will have no independent obligation to ensure that the transactions are consistent with the Trust’s registration statement of the Portfolio’s investment guidelines; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are accurate and consistent with the relevant Portfolio’s investment policies and other governing documents; (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by a Portfolio under such documentation; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting a Portfolio under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Portfolios, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Portfolios; (iii) deposit of margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of a Portfolio with respect to any of its investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit margin or collateral shall be effected by transfer or segregation within an account maintained for the Portfolios by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.
Appears in 1 contract
Samples: Investment Advisory Agreement (American Beacon Funds)
Duties of Adviser. (a) The Manager Company hereby appoints the Adviser to act as provide or arrange to provide directly or through third parties, investment adviser advisory services to its Alternative Risk Premia Portfolio (the Company, “Portfolio”) for the period and on the such terms set forth in this Agreement, pursuant . Subject to the policies approval of the Company’s Board of Directors, any applicable provisions of the Investment Company Act of 1940 (the “1940 Act”) and the Investment Advisers Act of 1940, the Adviser may select one or more sub-advisers to perform any or all of the services set forth in this Agreement for assets of the Company's Private Placement Memorandum and the Investment Management Agreement between the Company and the Manager (the "Management Agreement"), as the Management Agreement may be amended from time to time with notice to the Adviser. The Adviser specifically acknowledges its obligations to follow the policies as set forth in the Company's Private Placement Memorandum and the Management Agreement, provided that the Adviser shall not be obligated to follow any amendment to the policies to the Company or the Management Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Manager employs Portfolio assigned by the Adviser to formulate a continuing investment program in accordance with the investment objective and strategies set forth in particular sub-adviser. The Company employs the Company's Private Placement Memorandum and Adviser, directly or through sub-advisers: to manage the investment and reinvestment of the assets of the Company, Portfolio; to continuously review, supervise and administer the investment program of the Company, Portfolio; to determine in its (or any selected sub-advisers’) discretion the securities to be purchased or sold and the portion of the Company's Portfolio’s assets to be held uninvested, ; to provide the Manager and the Company with records concerning the Adviser's ’s (and any selected sub-advisers’) activities which the Company is required to maintain maintain; and upon request, to render regular reports to the Company's ’s officers and Board of Directors (the "Board") concerning the Adviser's ’s discharge of the foregoing responsibilities. Without limiting The Adviser shall monitor the generality of the foregoing, the Adviser is specifically authorized to invest the Company's assets (which may constitute, in the aggregate, all of the Company's assets) in unregistered investment funds or other investment vehicles and registered investment companies ("Investment Funds") which are managed services performed by investment managers ("Investment Managers")any selected sub-advisers. The Adviser and any selected sub-advisers shall discharge the foregoing responsibilities subject to the control of the officers and the Board, Board of Directors of the Company and in compliance with the objectivesobjective, policies and limitations set forth in the Company's private placement memorandum, as the same may be amended or supplemented from time to time with notice to the Adviser, Portfolio’s prospectus and applicable laws and regulations.
(b) Without limiting the forgoing, the Adviser acknowledges its responsibility and agrees to conduct proper due diligence on the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the Company.
(c) . The Adviser accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein.
Appears in 1 contract
Duties of Adviser. Without limiting the generality of Section 1 hereof, the Adviser shall obtain and evaluate such information and advice relating to the economy, securities markets, and securities as it deems necessary or useful to discharge its duties hereunder, including: (a) The Manager hereby appoints to invest and reinvest (or to hold uninvested) the Adviser to act as assets of the Fund in a manner consistent with the Fund's investment adviser to the Companyobjective, for the period and on the terms set forth in this Agreement, pursuant to the policies set forth in the Company's Private Placement Memorandum and the Investment Management Agreement between the Company and the Manager (the "Management Agreement"), as the Management Agreement may be amended from time to time with notice to the Adviser. The Adviser specifically acknowledges its obligations to follow the policies as set forth in the Company's Private Placement Memorandum prospectus of the Trust (the "Prospectus") and as may be adopted from time to time by the Management Agreement, provided that Trustees and applicable laws and regulations; and (b) to take such further action as the Adviser shall not be obligated to follow any amendment to deem necessary or appropriate for the policies to management of the Company or the Management Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writingFund. The Manager employs Adviser shall furnish the Trust with such information, evaluations, analyses and opinions formulated or obtained by the Adviser to formulate a continuing investment program in accordance with the investment objective and strategies set forth in the Company's Private Placement Memorandum and to manage the investment and reinvestment of the assets of the Company, to continuously review, supervise and administer the investment program of the Company, to determine in its discretion the securities to be purchased or sold and the portion of the Company's assets to be held uninvested, to provide the Manager and the Company with records concerning the Adviser's activities which the Company is required to maintain and upon request, to render regular reports to the Company's officers and Board of Directors (the "Board") concerning the Adviser's discharge of its duties as the foregoing responsibilitiesTrust may, from time to time, reasonably request. Without limiting the generality of the foregoingabove paragraph of this Section 2, the Adviser is specifically shall be authorized to invest take the Company's assets following actions in performing its obligations under this Agreement: (which may constitutea) open, maintain and close accounts in the aggregate, all name and on behalf of the Company's assetsFund with brokers and dealers as it determines to be appropriate; (b) in unregistered investment funds select and place orders with brokers, dealers or other investment vehicles 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 registered investment companies ("Investment Funds") which are managed consistent with the policies of the Fund; (c) recommend to the Board of Trustees to enter into any sub-advisory agreements as the Adviser may consider reasonable or appropriate in carrying out its responsibilities under this Agreement; and (d) subject to any policies adopted by investment managers the Trustees and provisions of applicable law, agree to such commissions, fees and other charges on behalf of the Trust as the Adviser deems reasonable in the circumstances, taking into account all such factors it considers to be relevant ("Investment Managers"including the quality of research and other services made available to it even if such services are not for the exclusive benefit of the Trust and the cost of such services does not represent the lowest cost available). The Adviser shall discharge the foregoing responsibilities be under no obligation to combine or arrange orders so as to obtain reduced charges unless otherwise required under federal securities law. The Adviser may use, subject to such procedures as may be adopted by the control Trustees, affiliates of the officers Adviser as brokers to effect securities transactions for the Trust, and the BoardTrust may pay such commissions to such brokers in such amounts as are permissible under applicable law. In addition, and in compliance the Adviser shall reasonably cooperate with the objectives, policies Trust's Chief Compliance Officer (the "CCO") in respect of the CCO's initial and limitations set forth in periodic reviews of those aspects of the CompanyAdviser's private placement memorandum, compliance program relevant to the Trust and provide prompt reporting to the CCO of material compliance matters relevant thereto (as the same may be amended or supplemented from time to time with notice to the Adviser, and applicable laws and regulations.
(b) Without limiting the forgoing, the Adviser acknowledges its responsibility and agrees to conduct proper due diligence on are defined for purposes of Rule 38a-1 under the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the CompanyCompany Act).
(c) The Adviser accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein.
Appears in 1 contract
Samples: Investment Advisory Agreement (Citigroup Alternative Investments Trust)
Duties of Adviser. (a) The Manager Trust hereby appoints the Adviser to act as discretionary investment adviser to the CompanyClarion Total Return Fund (the "Fund"), a series of the Trust, for the period and on the such terms as set forth in this Agreement, pursuant to the policies set forth in the Company's Private Placement Memorandum and the Investment Management Agreement between the Company and the Manager (the "Management Agreement"), as the Management Agreement may be amended from time to time with notice to the Adviser. The Adviser specifically acknowledges its obligations to follow the policies as set forth in the Company's Private Placement Memorandum and the Management Agreement, provided that the Adviser shall not be obligated to follow any amendment to the policies to the Company or the Management Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Manager Fund employs the Adviser to formulate a continuing investment program in accordance with the investment objective and strategies set forth in the Company's Private Placement Memorandum and to (a) manage the investment and reinvestment of the assets assets, xxxxxx and liabilities of the CompanyFund in accordance with the Fund's investment objectives detailed in the offering memorandum, to (b) continuously review, supervise and administer the investment program of the CompanyFund, to (c) determine in its discretion the securities investments to be purchased or sold and the portion of the CompanyFund's assets to be held uninvested, to (d) provide the Manager and the Company Fund with records concerning the Adviser's activities which the Company Fund is required to maintain maintain, (e) take all other actions advisable or appropriate relating to the investments and upon requestother assets of the Fund, to and (f) render regular reports to the CompanyTrust's officers and Board of Directors (the "Board") Trustees concerning the Adviser's discharge of the foregoing responsibilities. Without limiting the generality of the foregoing, the Adviser is specifically authorized to invest the Company's assets (which may constitute, in the aggregate, all of the Company's assets) in unregistered investment funds or other investment vehicles and registered investment companies ("Investment Funds") which are managed by investment managers ("Investment Managers"). The Adviser shall discharge the foregoing responsibilities subject to the control of the officers and the BoardTrustees of the Trust, and in compliance with the objectives, policies and limitations set forth in the CompanyFund's private placement memorandum, as the same may be amended or supplemented prospectus and any investment guidelines from time to time with notice furnished to the Adviser, Adviser by the Trustees of the Trust and applicable laws and regulations.
(b) Without limiting the forgoing. The Adviser accepts as a part of its responsibilities, the Adviser acknowledges its responsibility and agrees duty to conduct proper due diligence on manage the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies consistent with the valuation procedures adopted by Fund's intent to qualify annually to be taxed as a regulated investment company under subchapter M of the Company.
(c) Internal Revenue Code of 1986, as amended. The Adviser accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. The Adviser will only be reimbursed for out of pocket expenses incurred in managing the Fund and its investments, including, but not limited to, due diligence, accounting and legal expenses.
Appears in 1 contract
Samples: Investment Advisory Agreement (Clarion Investment Trust)
Duties of Adviser. (a) The Manager Partnership hereby appoints the Adviser to act as investment adviser to the CompanyPartnership, for the period and on the terms set forth in this Agreement, pursuant to the policies set forth Agreement and in the Company's Private Placement Memorandum Partnership’s Amended and the Investment Management Restated Agreement between the Company and the Manager of Limited Partnership dated as of November 1, 2004 (the "Management Agreement"“Partnership LPA”), as the Management Agreement Partnership LPA may be amended from time to time with notice to the Adviser. The Adviser specifically acknowledges its obligations to follow under the policies as set forth in the Company's Private Placement Memorandum and the Management AgreementPartnership LPA, provided that the Adviser shall not be obligated to follow any amendment to the policies to the Company or the Management Agreement Partnership LPA that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Manager Partnership employs the Adviser to formulate a continuing investment program in accordance with the investment objective and strategies set forth in the Company's Private Placement Memorandum and to manage the investment and reinvestment of the assets of the CompanyPartnership, to continuously review, supervise and administer the investment program of the CompanyPartnership, to determine in its discretion the securities to be purchased or sold and the portion of the Company's Partnership’s assets to be held uninvested, to provide the Manager and the Company Partnership with records concerning the Adviser's ’s activities which the Company Partnership is required to maintain and upon request, to render regular reports to the Company's Partnership’s officers and Board of Directors (the "Board") concerning the Adviser's ’s discharge of the foregoing responsibilities. Without limiting the generality of the foregoing, the Adviser is specifically authorized to (i) invest discrete portions of the Company's Partnership’s assets (which may constitute, in the aggregate, all of the Company's Partnership’s assets) in unregistered investment funds or other investment vehicles and registered investment companies ("“Investment Funds"”) which are managed by investment managers ("“Investment Managers"”); (ii) invest discrete portions of the Partnership’s assets in separate investment vehicles for which the Investment Managers serve as general partners or managing members and in which the Partnership is the sole investor (“Sub-Funds”); and (iii) invest discrete portions of the Partnership’s assets with Investment Managers who are retained to manage the Partnership’s assets directly through separate managed accounts (Investment Managers of Sub-Funds and of managed accounts are collectively referred to as “Subadvisers”). The selection of Subadvisers shall, however, be subject to the approval by the Board of Directors of the Partnership in accordance with requirements of the Investment Company Act of 1940 (the “1940 Act”) and a vote of a majority of the outstanding voting securities of the Partnership unless the Partnership acts in reliance on exemptive or other relief granted by the Securities and Exchange Commission from the provisions of the 1940 Act requiring such approval by security holders. The Adviser shall discharge the foregoing responsibilities subject to the control of the officers and the BoardBoard of Directors of the Partnership, and in compliance with the objectives, policies and limitations set forth in the Company's Partnership’s private placement memorandum, as the same may be amended or supplemented from time to time with notice to the Adviser, and applicable laws and regulations.
(b) Without limiting the forgoing, the Adviser acknowledges its responsibility and agrees to conduct proper due diligence on the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the Company.
(c) The Adviser accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein.
Appears in 1 contract
Samples: Investment Advisory Agreement (Morgan Stanley Institutional Fund of Hedge Funds Lp)
Duties of Adviser. (a) The Manager Series hereby appoints the Adviser to act as investment adviser to the Company, Series for the period and on the such terms as are set forth in this Agreement, pursuant to the policies set forth in the Company's Private Placement Memorandum and the Investment Management Agreement between the Company and the Manager (the "Management Agreement"), as the Management Agreement may be amended from time to time with notice to the Adviser. The Adviser specifically acknowledges its obligations to follow the policies as set forth in the Company's Private Placement Memorandum and the Management Agreement, provided that the Adviser shall not be obligated to follow any amendment to the policies to the Company or the Management Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Manager Series employs the Adviser to formulate a continuing investment program in accordance with the investment objective and strategies set forth in the Company's Private Placement Memorandum and to manage the investment and reinvestment of the assets of the CompanySeries, to continuously review, supervise and administer the investment program of the CompanySeries, to determine in its discretion the securities to be purchased or sold and the portion of the Company's Series' assets to be held uninvested, to provide the Manager and the Company Corporation with records concerning the Adviser's activities which the Company Corporation is required to maintain maintain, and upon request, to render regular reports to the CompanyCorporation's officers and Board of Directors (the "Board") concerning the Adviser's discharge of the foregoing responsibilities. Without limiting the generality of the foregoing, the Adviser is specifically authorized to invest the Company's assets (which may constitute, in the aggregate, all of the Company's assets) in unregistered investment funds or other investment vehicles and registered investment companies ("Investment Funds") which are managed by investment managers ("Investment Managers"). The Adviser Advisor shall discharge the foregoing responsibilities subject to the control of the officers and the BoardBoard of Directors of the Corporation, and in compliance with the objectives, policies and limitations set forth in the CompanyCorporation's private placement memorandumRegistration Statement (No. 811-6654), as including the same may be amended or supplemented from time to time with notice to the AdviserSeries' prospectus and statement of additional information, and applicable laws and regulations.
(b) Without limiting the forgoing, the Adviser acknowledges its responsibility and agrees to conduct proper due diligence on the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the Company.
(c) . The Adviser accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided hereintherein. The Corporation agrees that the Adviser may delegate certain of its responsibilities under this Agreement to a subadviser (the "Subadviser") under a subadvisory agreement (the "Subadvisory Agreement") approved as may be required under the Investment Company Act of 1940 (the "1940 Act"), provided that any such delegation will not relieve the Adviser of its duties and obligations under this Agreement and, provided further, that the Adviser shall be available on a continuous basis to consult with the Subadviser with respect to all investment matters relating to the Series and the Adviser shall be required to supervise and monitor the performance of the duties delegated to the Subadviser. The Adviser agrees that it will not seek to amend any such subadvisory agreement unless the Adviser gives the Corporation at least 60 days' prior written notice thereof and otherwise complies with the requirements of the 1940 Act applicable to such amendment.
Appears in 1 contract
Samples: Investment Advisory Agreement (Bny Hamilton Funds Inc)
Duties of Adviser. (a) The Manager Company hereby appoints the Adviser to act as provide or arrange to provide directly or through third parties, investment adviser advisory services to its High Yield Municipal Portfolio (the Company, “Portfolio”) for the period and on the such terms set forth in this Agreement, pursuant . Subject to the policies approval of the Company’s Board of Directors, any applicable provisions of the Investment Company Act of 1940 (the “1940 Act”) and the Investment Advisers Act of 1940, the Adviser may select one or more sub-advisers to perform any or all of the services set forth in this Agreement for assets of the Company's Private Placement Memorandum and the Investment Management Agreement between the Company and the Manager (the "Management Agreement"), as the Management Agreement may be amended from time to time with notice to the Adviser. The Adviser specifically acknowledges its obligations to follow the policies as set forth in the Company's Private Placement Memorandum and the Management Agreement, provided that the Adviser shall not be obligated to follow any amendment to the policies to the Company or the Management Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Manager employs Portfolio assigned by the Adviser to formulate a continuing investment program in accordance with the investment objective and strategies set forth in particular sub-adviser. The Company employs the Company's Private Placement Memorandum and Adviser, directly or through sub-advisers: to manage the investment and reinvestment of the assets of the Company, Portfolio; to continuously review, supervise and administer the investment program of the Company, Portfolio; to determine in its (or any selected sub-advisers’) discretion the securities to be purchased or sold and the portion of the Company's Portfolio’s assets to be held uninvested, ; to provide the Manager and the Company with records concerning the Adviser's ’s (and any selected sub-advisers’) activities which the Company is required to maintain maintain; and upon request, to render regular reports to the Company's ’s officers and Board of Directors (the "Board") concerning the Adviser's ’s discharge of the foregoing responsibilities. Without limiting The Adviser shall monitor the generality of the foregoing, the Adviser is specifically authorized to invest the Company's assets (which may constitute, in the aggregate, all of the Company's assets) in unregistered investment funds or other investment vehicles and registered investment companies ("Investment Funds") which are managed services performed by investment managers ("Investment Managers")any selected sub-advisers. The Adviser and any selected sub-advisers shall discharge the foregoing responsibilities subject to the control of the officers and the Board, Board of Directors of the Company and in compliance with the objectivesobjective, policies and limitations set forth in the Company's private placement memorandum, as the same may be amended or supplemented from time to time with notice to the Adviser, Portfolio’s prospectus and applicable laws and regulations.
(b) Without limiting the forgoing, the Adviser acknowledges its responsibility and agrees to conduct proper due diligence on the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the Company.
(c) . The Adviser accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein.
Appears in 1 contract
Duties of Adviser. (a) The Manager hereby appoints the Adviser to act as investment adviser to the Company, for the period and on the terms set forth in this Agreement, pursuant to the policies set forth in the Company's Private Placement Memorandum and the Investment Management Agreement between the Company and the Manager (the "Management Agreement"), as the Management Agreement may be amended from time to time with notice to the Adviser. The Adviser specifically acknowledges its obligations to follow the policies as set forth in the Company's Private Placement Memorandum and the Management Agreement, provided that the Adviser shall not be obligated to follow any amendment to the policies to the Company or the Management Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Manager employs the Adviser to formulate a continuing investment program in accordance with the investment objective and strategies set forth in the Company's Private Placement Memorandum and to manage the investment and reinvestment of the assets such portion, if any, of the CompanyPortfolios' assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise supervise, and administer the investment program of the CompanyPortfolios, to determine in its the Adviser's discretion the securities to be purchased or sold and the portion of the Company's assets to be held uninvestedsold, to provide the Manager and the Company Trust with records concerning the Adviser's activities which the Company Trust is required to maintain maintain, and upon request, to render regular reports to the CompanyManager and to the Trust's officers and Board of Directors (the "Board") Trustees concerning the Adviser's discharge of the foregoing responsibilities. Without limiting the generality of the foregoing, the Adviser is specifically authorized to invest the Company's assets (which may constitute, in the aggregate, all of the Company's assets) in unregistered investment funds or other investment vehicles and registered investment companies ("Investment Funds") which are managed by investment managers ("Investment Managers"). The Adviser shall discharge the foregoing responsibilities subject to the Manager's oversight and the control of the officers and the BoardTrustees of the Trust and in compliance with such policies as the Trustees may 2 from time to time establish, and in compliance with the objectives, policies policies, and limitations for each such Portfolio set forth in the CompanyTrust's private placement memorandum, current registration statement as the same may be amended or supplemented from time to time with notice to the Advisertime, and applicable laws and regulations.
(b) Without limiting the forgoing, the Adviser acknowledges its responsibility and agrees to conduct proper due diligence on the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the Company.
(c) . The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide, provide at its own expense, expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust's Custodian(s) to hold and/or transfer the Portfolios' assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term "Proper Instructions" shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.
Appears in 1 contract
Samples: Investment Advisory Agreement (American Aadvantage Mileage Funds)