Duties of the General Manager Sample Clauses

Duties of the General Manager. Unless and until any of the following duties are delegated to another officer by the Management Committee, the General Manager shall: (a) attend all meetings of the Management Committee and all meetings of the Members, unless directed not to do so by the Management Committee, and record all the proceedings of the meetings in a book to be kept for that purpose; (b) give, or cause to be given, notice of all special meetings of the Management Committee and all meetings of the Members; (c) keep, or cause to be kept, at the principal executive office, a register, or a duplicate register, showing the names of all Members and their addresses, their Percentage Interests, and all documents described in this Agreement or required under the Act to be maintained at the principal executive office of the Company; (d) keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, Membership Interests and Economic Interests, which books of account shall at all reasonable times be open to inspection by any Manager or his/her representatives; (e) have or supervise the custody of the funds and securities of the Company, keep or cause to be kept full and accurate accounts of receipts and disbursements in books belonging to the Company, and deposit or cause to be deposited all monies and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Management Committee; (f) disburse or cause to be disbursed the funds of the Company as may be ordered by the Management Committee, taking proper vouchers for such disbursements, and render to the Management Committee, at their regular meetings, or when Members so require, at a meeting of the Members, an account of the financial condition of the Company; and (g) prepare or cause to be prepared the various financial statements and reports required to be delivered to the Members in this Agreement.
Sample 1Sample 2Sample 3See All (4)
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Duties of the General Manager. The General Manager shall be responsible for ------------------------------ the overall management of the Company. The General Manager shall report to the Board, and his duties shall include the following: 9.2.1 preparation of annual operating and capital budgets, business plans and financial projections for Board approval; 9.2.2 implementing budgets and plans approved by the Board; 9.2.3 maintaining an accounting system and a system of financial, budgetary and internal controls designed by any one of the International and Chinese Joint Venture Accounting firms licensed to practice accounting in China and such Accounting Firm shall be approved by the Board; 9.2.4 maintaining accounting ledgers, books and records in accordance with internationally accepted accounting principles and standards and regulations; 9.2.5 payroll administration; 9.2.6 labour relations and personnel administration; 9.2.7 supervising and administering all exploration, mining, processing and marketing operations; 9.2.8 implementing a system of security designed by experts in the security field in respect of the Company's diamonds, precious gems and other assets that is in accordance with good international standards and that is satisfactory to the Board; 9.2.9 doing all other things necessary or advisable to ensure that the business of the Company and is carried out in accordance with this Contract.
Sample 1Sample 2See All (4)
Duties of the General Manager. The duties of the General Manager shall be as set forth in the Management Services Agreement which is attached hereto as Exhibit C. The General Manager shall owe such duty of loyalty and due care to the Company as is required of a director of a Delaware corporation under applicable Delaware law, shall discharge its duties in good faith with the care an ordinary prudent person in like position would exercise under similar circumstances and in a manner it reasonably believes to be in the best interests of the Company, and shall enjoy each and every protection afforded to the directors of a Delaware corporation under applicable Delaware law, including, without limitation, those afforded by the business judgment rule and the presumptions afforded thereby and the limitation on personal liability to the maximum extent permitted by Section 102 of the Delaware General Corporation Law as if the provisions thereof were set forth in this Operating Agreement (and for all such purposes, the General Manager shall be treated as not "interested" for Delaware corporation law purposes).
Sample 1Sample 2
Duties of the General Manager. The duties of the General Manager are: a) To legally represent Empresas Públicas xx Xxxxxxxx E.S.P. in all types of matters. b) To issue and execute the acts and enter into the agreements which are within his/her purview. c) To responsibly delegate to officials, with the prior authorization of the Board of Directors, one or several of the General Manager's duties. d) To authorize the submittal of any differences between Empresas Públicas xx Xxxxxxxx E.S.P. and third parties, which amount to no more than five hundred (500) minimum monthly legal wages, to the ruling of arbitrators or referees. Except when this mechanism has been agreed by contract. e) To approve the settlement of any differences between Empresas Públicas xx Xxxxxxxx E.S.P. and third parties, which amount to no more than five hundred (500) minimum monthly legal wages. f) To appoint attorneys to represent Empresas Públicas xx Xxxxxxxx E.S.P. in administrative, judicial and extrajudicial matters. g) To submit an Annual Activity Report to the Board of Directors. h) To submit to the Board of Directors the financial statements at the end of the period for their approval. i) To define, according to the general policies adopted by the Board of Directors, the compensations and wage allocations for the different jobs. j) To submit to the Board of Directors for their approval or disapproval the appointments or removal of the company’s top officers. k) To manage the labor relations of Empresas Públicas xx Xxxxxxxx E.
Sample 1
Duties of the General Manager. The General Manager shall be responsible for the overall management of the Company. The General Manager shall report to the Board, and his duties shall include the following: 9.2.1. preparation of annual operating and capital budgeted, business plans and financial projections for Board approval; 9.2.2. implementing budgets and plans approved by the Board; 9.2.3. obtaining and maintaining a financial accounting system and an internal control system of financing and budgeting designed by an international accounting firm registered in China or a joint venture international accounting firm in China, and such system shall be sent to the Board for approval; 9.2.4. maintaining an accounting system of general ledgers, books and records in accordance with internationally accepted accounting principles and regulations; 9.2.5. payroll administration; 9.2.6. labor relations and personnel administration; 9.2.7. supervising and administering all exploration, mining, processing and marketing operations; 9.2.8. implementing an international standard security system designed by security experts in respect of the Company's copper and accompanying precious metals and other assets that is satisfactory to the Board; 9.2.9. doing all things necessary or advisable to ensure that the business of the Company and is carried out in accordance with this Contract.
Sample 1
Duties of the General Manager. The General Manager (the "General Manager") shall preside at all meetings of the Members, unless the Board of Directors shall have appointed another person to so preside and such person is present. The General Manager shall be the Chief Executive Officer of the Company and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Company. The General Manager shall perform other duties commonly incident to a president of a Delaware corporation and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.
Sample 1
Duties of the General Manager. The General Manager shall: 1. Coordinate Operating Board meetings, 2. Maintain minutes of meetings and CEC Program records, 3. Assure compliance with applicable provisions of the Texas Open Meetings Act, Government Code, Chapter 551, 4. Make recommendations to the Operating Board on the operation and maintenance of the CEC, 5. Supervise the Shared Employees. However, the General Manager will not supervise, manage, or direct any non-COA Party’s Internal CEC Program Employees, who shall nonetheless cooperate and coordinate with the General Manager, other Parties Internal CEC Program Employees and the Shared Employees, 6. Provide the first level of administrative dispute resolution as set forth below, 7. Be empowered by the all Parties to this Agreement to make decisions regarding day-to-day operational issues, including making expenditures for budgeted replacement of furniture and equipment, routine repairs, and maintenance in accordance with CEC annual Budget, 8. Maintain a current copy of this Agreement, including any amendments and the most current version of all Exhibits in the General Manager’s Office, together with copies of the most current versions of any subsequently developed additional operating procedures or standards, the Lease, all other CEC Program or System related Interlocal Agreements, all related plans, specifications, equipment information and warranties, all other related contracts, and Budget documents. (Until a General Manager is appointed, all such documents will be available for review in the office of the Director for RDMT, a division of the COA Financial Services Department), 9. Become involved in a non-COA Party’s Internal Program operations only to the extent that issues cross boundaries between Parties or Systems, and the issues cannot be otherwise resolved,
Sample 1
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Duties of the General Manager. Subject to Sections 8.3, 8.4 and 8.6 hereof, the General Manager shall have the usual responsibilities associated with the title of general manager and chief executive officer and shall be responsible for the efficient and effective operation of the Company's business, including marketing and sales of the products and the supervision of any assets, services and employees provided to the Company by the Partners. Without limiting the foregoing, and in addition to other duties delegated to him or her by the Partners or by this Agreement, the General Manager shall have the following specific duties: (a) determining the daily operations of the Company; (b) preparing budgets for approval by the Partners (which budgets, upon approval by the Partners, shall be referred to herein as the "Budget"); (c) unless otherwise directed by a Majority Vote of the Partners, operating and managing the business of the Company in a manner that is consistent with the Budget; (d) hiring, terminating and supervising the employees working for, or assigned or leased to, the Company (including, without limitation, those employees approved by the Company and provided to the Company by the Partners); (e) approving those variances in expenditures from the Budget which, when added to the cost of all other such variances incurred by the Company during the same Fiscal Year equals no more than 110% of the Budget in the aggregate; (f) reporting to the Partners for their approval, variances in expenditures from the Budget which, when added to the cost of all other such expenditures incurred by the Company during the same Fiscal Year, exceeds 110% of the Budgets in the aggregate; and (g) any other matter delegated to the General Manager by the Partners or the Managing Partner.
Sample 1

Related to Duties of the General Manager

  • Duties and Responsibilities of Manager During the Term, subject to the provisions of Section 3.1 herein, Manager shall provide, in exchange for the Management Fee, all such services as are necessary and appropriate for the day-to-day administration and management of Practice in a manner consistent with good business practice, including without limitation those services set forth in this Article 2.

  • DUTIES OF THE ADVISOR The Advisor will use its reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board. In performance of this undertaking, subject to the supervision of the Board and consistent with the provisions of the Articles of Incorporation, By-laws and the Operating Partnership Agreement, the Advisor, directly or indirectly, will: (a) serve as the Company’s and the Operating Partnership’s investment and financial advisor; (b) provide the daily management for the Company and the Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and the Operating Partnership; (c) investigate, select and, on behalf of the Company and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (including consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services (including entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing); (d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership; (e) subject to the provisions of Section 4 , (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made; (iv) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (vi) enter into leases and service contracts for Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio;

  • Duties of the Adviser The Adviser shall continue to have responsibility for all services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review the Subadviser’s performance of its duties under this Agreement. Nothing contained in this Agreement shall obligate the Adviser to provide any funding or other support for the purpose of directly or indirectly promoting investments in the Fund.

  • DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE FUND HELD BY THE CUSTODIAN IN THE UNITED STATES

  • Duties and Responsibilities of the Trustee During Default; Prior to Default. With respect to the Holders of any series of Securities issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a particular series and after the curing or waiving of all Events of Default which may have occurred with respect to such series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to the Securities of a series has occurred (which has not been cured or waived) the Trustee shall exercise with respect to such series of Securities such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own wilful misconduct, except that (a) prior to the occurrence of an Event of Default with respect to the Securities of any series and after the curing or waiving of all such Events of Default with respect to such series which may have occurred: (i) the duties and obligations of the Trustee with respect to the Securities of any series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such statements, certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and (c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders pursuant to Section 5.09 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if there shall be reasonable ground for believing that the repayment of such funds or adequate indemnity against such liability is not reasonably assured to it. The provisions of this Section 6.01 are in furtherance of and subject to Section 315 of the Trust Indenture Act of 1939.

  • DUTIES OF THE COMPANY The Company shall provide Consultant, on a regular and timely basis, with all approved data and information about it, its subsidiaries, its management, its products and services and its operations as shall be reasonably requested by Consultant, and shall advise Consultant of any facts which would affect the accuracy of any data and information previously supplied pursuant to this paragraph. The Company shall promptly supply Consultant with full and complete copies of all financial reports, all fillings with all federal and state securities agencies; with full and complete copies of all stockholder reports; with all data and information supplied by any financial analyst, and with all brochures or other sales materials relating to its products or services.

  • Duties of Manager (a) Citi Management shall act as the Manager for the Trust and as such shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the assets of the Trust shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated as of September 28, 2001, and By-Laws, as each may be amended and restated from time to time (respectively, the "Declaration" and the "By-Laws"), the provisions of the 1940 Act, and the then-current Registration Statement of the Trust. The Manager shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Trust's portfolio securities shall be exercised. Should the Board of Trustees of the Trust at any time, however, make any definite determination as to investment policy applicable to the Trust and notify the Manager thereof in writing, the Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Manager shall take, on behalf of the Trust, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of securities for the Trust's account with the brokers or dealers selected by it, and to that end the Manager is authorized as the agent of the Trust to give instructions to the custodian or any subcustodian of the Trust as to deliveries of securities and payments of cash for the account of the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Trust and/or the other accounts over which the Manager or its affiliates exercise investment discretion. The Manager is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Trust which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Manager and its affiliates have with respect to accounts over which they exercise investment discretion. In making purchases or sales of securities or other property for the account of the Trust, the Manager may deal with itself or with the Trustees of the Trust or the Trust's underwriter or distributor or with its or their respective affiliates, or affiliates of affiliates, to the extent such actions are permitted by the 1940 Act. In providing the services and assuming the obligations set forth herein, the Manager may employ, at its own expense, or may request that the Trust employ at the Trust's expense, one or more subadvisers; provided that in each case the Manager shall supervise the activities of each subadviser. Any agreement between the Manager and a subadviser shall be subject to the renewal, termination and amendment provisions applicable to this Agreement. Any agreement between the Trust and a subadviser may be terminated by the Manager at any time on not more than 60 days' nor less than 30 days' written notice to the Trust and the subadviser. To the extent authorized by the Board of Trustees and subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or a portion of the assets of the Trust in one or more investment companies. (b) Subject to the direction and control of the Board of Trustees of the Trust, Citi Management shall perform such administrative and management services as may from time to time be reasonably requested by the Trust, which shall include without limitation: (i) providing office space, equipment and clerical personnel necessary for maintaining the organization of the Trust and for performing the administrative and management functions herein set forth; (ii) supervising the overall administration of the Trust, including negotiation of contracts and fees with and the monitoring of performance and billings of the Trust's transfer agent, investor servicing agents, cusxxxxxx xnd other independent contractors or agents; and (iii) arranging for maintenance of books and records of the Trust. Notwithstanding the foregoing, Citi Management shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the distribution of shares of beneficial interest in the Trust, nor shall the Manager be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, fund accounting agent, custodian or investor servicing agent of the Trust. In providing administrative and management services as set forth herein, the Manager may, at its own expense, employ one or more subadministrators; provided that the Manager shall remain fully responsible for the performance of all administrative and management duties set forth herein and shall supervise the activities of each subadministrator.

  • Duties of the Manager (a) The Manager shall, subject to the direction and control of the Trust’s Board of Trustees (i) (except to the extent an investment subadviser (each, a “Subadviser”), as defined below, has been retained in respect of some or all of the assets of the Fund) furnish continuously an investment program for the Fund and make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities; and (ii) provide reports on the foregoing to the Board of Trustees at each Board meeting. (b) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall take the following actions in respect of the performance by the Subadviser of its obligations in respect of the Fund: - perform periodic detailed analysis and review of the performance by the Subadviser of its obligations to the Fund, including without limitation a review of the Subadviser’s investment performance in respect of the Fund and in respect of other accounts managed by the Subadviser with similar investment strategies; - prepare and present periodic reports to the Board of Trustees regarding the investment performance of the Subadviser and other information regarding the Subadviser, at such times and in such forms as the Board of Trustees may reasonably request; - review and consider any changes in the personnel of the Subadviser responsible for performing the Subadviser’s obligations and make appropriate reports to the Board of Trustees; - review and consider any changes in the ownership or senior management of the Subadviser and make appropriate reports to the Board of Trustees; - perform periodic in-person or telephonic diligence meetings with representatives of the Subadviser; - assist the Board of Trustees and management of the Trust in developing and reviewing information with respect to the initial approval of the subadvisory agreement with the Subadviser and annual consideration of the agreement thereafter; - at the request of the Board of Trustees, prepare recommendations with respect to the continued retention of any Subadviser or the replacement of any Subadviser; - at the request of the Board of Trustees, identify potential successors to or replacements of any Subadviser or potential additional Subadvisers, perform appropriate due diligence, and develop and present to the Board of Trustees a recommendation as to any such successor, replacement, or additional Subadviser; - designate and compensate from its own resources such personnel as the Manager may consider necessary or appropriate to the performance of its services hereunder; and - perform such other review and reporting functions as the Board of Trustees shall reasonably request consistent with this Management Agreement, the applicable subadvisory agreement, and applicable law. The Manager shall perform the obligations hereunder relating generally to the investment program of the Fund that have not been delegated to any Subadviser. (c) In addition, the Manager shall provide advice and recommendations to the Board of Trustees, and perform such review and oversight functions as the Board of Trustees may reasonably request, as to the continuing appropriateness of the investment objective, strategies, and policies of the Fund, valuations of portfolio securities, and other matters relating generally to the investment program of the Fund. (d) Nothing in this Management Agreement shall prevent the Manager or any officer thereof from acting as investment adviser or subadviser for any other person, firm or corporation and shall not in any way limit or restrict the Manager or any of its directors, officers, members, stockholders, or employees from buying, selling, or trading any securities for its or their own accounts or for the account of others for whom it or they may be acting. (e) The Manager shall, at its own expense, provide employees of the Manager to serve as officers of the Trust as the Board of Trustees may request. The Manager and the Board of Trustees may from time to time agree that the expense of certain officers of the Trust who may also be employees of the Manager, including without limitation the Chief Compliance Officer of the Trust and any Assistant Chief Compliance Officers, will be borne in part by the Trust and in part by the Manager or entirely by the Trust. (f) The Manager shall not be obligated to pay any expenses of or for the Trust or the Fund not expressly assumed by the Manager pursuant to this Management Agreement.

  • Duties of the Investment Adviser A. The Investment Adviser shall continue to have responsibility for all services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review the Sub-Adviser's performance of its duties and services under this Agreement. B. The Investment Adviser has furnished the Sub-Adviser with copies of each of the following documents and will furnish to the Sub-Adviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (1) The Transamerica IDEX Declaration of Trust and By-Laws, as each is in effect on the date hereof and as amended from time to time; (2) Certified resolutions of the Board authorizing the appointment of the Investment Adviser and the Sub-Adviser and approving this Agreement; (3) The Transamerica IDEX Registration Statement under the 1940 Act and the Securities Act of 1933, on Form N-1A, as filed with the Securities and Exchange Commission ("SEC") relating to the Fund and its shares and all amendments thereto ("Registration Statement"); and (4) A certified copy of any publicly available financial statement or report prepared for Transamerica IDEX by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Investment Adviser shall furnish the Sub-Adviser with any further documents, materials or information that the Sub-Adviser may reasonably request to enable it to perform its duties pursuant to this Agreement. C. During the term of this Agreement, the Investment Adviser shall furnish to the Sub-Adviser at its principal office all prospectuses, proxy statements, reports to shareholders, sales documentation, promotional, marketing, advertising and other written, printed or electronic material or performance information or data prepared for distribution to shareholders of the Fund or the public, which include the Xxxx or refer to the Fund, the Sub-Adviser or investment companies or other advisory accounts advised or sponsored by the Sub-Adviser in any way, prior to a use thereof which has not been previously approved by the Sub-Adviser. The Investment Adviser shall not use any such materials without the Sub-Adviser's prior written approval, which approval shall not be unreasonably withheld; and the Investment Adviser shall not use any such materials which do not include the Xxxx if the Sub-Adviser reasonably objects in writing within ten (10) business days (or such other time as may be mutually agreed upon) after the Sub-Adviser's receipt thereof.

  • Duties of Sub Adviser The Sub-Adviser is hereby employed and authorized to conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the assets in each Fund. In connection therewith, the Sub-Adviser will (a) make investment decisions for the Fund; (b) place purchase and sale orders for portfolio transactions in the Fund; (c) employ professional portfolio managers and securities analysts to provide research services relating to the Fund; (d) employ qualified personnel to assist in the supervision of the Fund’s investment program and to monitor the level of risk incurred by the Fund in connection with its investment program; (e) provide input requested by the Adviser with respect to the possible forms and levels of leverage employed by the Fund, and help monitor the Fund’s compliance with leverage limits imposed under the 1940 Act; (f) provide assistance in connection with determining dividend and distribution levels for the Fund and preparing and reviewing dividend and distribution notices to shareholders; and (g) discuss with the Adviser, and take into account, tax issues arising in connection with management of the Fund’s portfolio. Subject to the supervision of each Fund’s Board of Directors (the “Board”) and the Adviser, the Sub-Adviser will manage the assets in each Fund in accordance with (a) the Fund’s investment objective(s), policies and restrictions, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions, (b) the Charter Documents (as such term is defined below) of the Fund, to the extent that they have been provided to the Sub-Adviser, and (c) applicable laws and regulations. The Adviser has furnished to the Sub-Adviser each Fund’s compliance procedures pursuant to Rules 10f-3, 17a-7, and 17e-1 under the 1940 Act (collectively, the “Compliance Procedures”), the Articles of Incorporation or Declaration of Trust and Bylaws of each Fund, each as amended to date (the “Charter Documents”), and each Fund’s investment objective(s), policies and restrictions. The Adviser agrees, on an ongoing basis, to provide to the Sub-Adviser, as promptly as practicable, copies of all amendments and supplements to the Compliance Procedures, all amendments to the Charter Documents and all revisions to a Fund’s investment objective(s), policies and restrictions.

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