Fund B Advisor Clause Samples

Fund B Advisor. 8.2.1 The Class A Members may from time to time appoint, in accordance with Section 13, an individual to act as the Fund B Advisor hereunder (the "Fund B Advisor"). A Fund B Advisor may (i) resign upon at least thirty (30) days' written notice to the Class A Members and (ii) be removed at any time, for any reason or no reason, by the Class A Members in accordance with Section 13. Any vacancy created by the resignation, removal or other event with respect to a Fund B Advisor may be filled by the Class A Members in accordance with Section 13. 8.2.2 The Manager shall not take any action expressly requiring the approval of the Fund B Advisor hereunder without such approval or, if there is then no Fund B Advisor, the approval of the Class A Members in accordance with Section 13. In addition, the Manager shall consult with the Fund B Advisor regarding potential conflicts of interest and other matters as the Manager from time to time determines to be appropriate. The Manager shall promptly consider in good faith (without being obligated to comply with) any recommendations that are promptly made by the Fund B Advisor in response to any matter submitted to it. Because of the relative interest of CDI in the Company and Fund A, the Manager acknowledges its fiduciary duty to CDI to maximize the value of CDI's interest in the Company after considering the recommendations of the Fund B Advisor and consistent with its duties to the members of Fund A. 8.2.3 Except in its capacity as Manager, liquidating trustee or other authorized service provider, no Member shall have any authority to act for or on behalf of the Company or any other Member or to bind the Company or any other Member in any way, to pledge the Company's credit or to render the Company liable for any purpose.
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  • Investment Advisor The Buyer is an investment advisor registered under the Investment Advisors Act of 1940.

  • Sub-Adviser The Sub-Adviser represents and warrants to the Adviser that: (i) The Sub-Adviser’s activities will at all times be in compliance in all material respects with all applicable federal and state laws governing its operations and investments, and in accordance with the Company’s compliance policies and procedures adopted thereby pursuant to Rule 38a-1 under the Investment Company Act, and the Sub-Adviser’s own compliance policies and procedures adopted thereby pursuant to the Advisers Act, in each case as applicable to its activities hereunder with respect to the Net Allocated Assets (the “Compliance Policies”). (ii) The Sub-Adviser shall provide, within a reasonable time agreed upon by the parties, the Adviser, the Company or the Board with such information and assurances (including certifications and sub-certifications) and with such assistance as the Adviser, the Company or the Board may reasonably request from time to time in order to assist it in complying with applicable laws, rules, regulations and exemptive orders, including requirements in connection with the Adviser’s, the Sub-Adviser’s or the Board’s fulfillment of its responsibilities under Section 15(c) of the 1940 Act (in such form and frequency as the Adviser and Sub-Adviser mutually agree). (iii) The Sub-Adviser shall use commercially reasonable efforts to provide the Adviser and its affiliates with any information the Adviser needs for the preparation and/or filing of periodic and other reports and filings required to maintain the registration and qualification of the Company, or to meet other reporting, regulatory or tax requirements applicable to the Company, under federal and state, and foreign securities, commodities and tax laws and other applicable laws. (iv) The retention of the Sub-Adviser by the Adviser as contemplated by this Agreement is permitted under the Sub-Adviser’s governing documents. (v) The execution, delivery and performance of this Agreement do not violate any obligation by which the Sub-Adviser or its property is bound, whether arising by contract, operation of law or otherwise. (vi) This Agreement has been duly authorized by appropriate action of the Sub-Adviser and when executed and delivered by the Sub-Adviser will be a legal, valid and binding obligation of the Sub-Adviser. (vii) The Sub-Adviser is registered as an investment adviser under the Investment Advisers Act of 1940 and is duly registered and/or licensed with all other regulatory bodies necessary or appropriate to perform its obligations under this Agreement. (viii) The Sub-Adviser is not prohibited by the Investment Adviser Act of 1940 or other law, regulation or order from performing the services contemplated by this Agreement.

  • Investment Sub-Advisory Services Subject to the supervision of the applicable Corporation’s Board of Directors (“Board”) and the Adviser, the Sub-adviser shall act as the investment sub-adviser and shall supervise and direct the Fund’s investments as specified by the Adviser from time to time, and in accordance with the Fund’s investment objective(s), investment strategies, policies, and restrictions as provided in the Fund’s Prospectus and Statement of Additional Information, as currently in effect and as amended or supplemented from time to time (hereinafter referred to as the “Prospectus”), and such other limitations as the Fund or Adviser may impose by notice in writing to the Sub-adviser. The Sub-adviser shall obtain and evaluate such information relating to the economy, industries, businesses, securities markets, and securities as it may deem necessary or useful in the discharge of its obligations hereunder and shall formulate and implement a continuing program for the management of the assets and resources of each Fund allocated to the Sub-adviser in a manner consistent with the Fund’s investment objective(s), investment strategies, policies, and restrictions. In furtherance of this duty, the Sub-adviser, on behalf of each Fund is authorized to: (1) make discretionary investment decisions to buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets; (2) place orders and negotiate the commissions for the execution of transactions in securities or other assets with or through such brokers, dealers, underwriters or issuers as the Sub-adviser may select or instruct the Affiliated Trading Desk (as defined below) to do so on behalf of the Subadviser, as applicable; (3) vote proxies, exercise conversion or subscription rights, and respond to tender offers and other consent solicitations with respect to the issuers of securities in which Fund assets may be invested provided such materials have been forwarded to the Sub-adviser in a timely fashion by the Fund’s custodian; (4) instruct the Fund custodian to deliver for cash received, securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Fund, and to pay cash for securities or other cash and/or securities instruments delivered to the custodian and/or credited to the Fund upon acquisition of the same for the Fund; (5) maintain all or part of the Fund’s uninvested assets in short-term income producing instruments for such periods of time as shall be deemed reasonable and prudent by the Sub-adviser, including any other internal money market or short-term bond fund available for use only by clients of the Adviser and certain of its affiliates; and (6) generally, perform any other act necessary to enable the Sub-adviser to carry out its obligations under this Agreement or as agreed upon with the Adviser. The Adviser agrees that Subadviser may delegate trading execution and related reporting functions to the trading desk of an affiliate (“Affiliated Trading Desk”).

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