General Duties of the Advisor. The Advisor shall use its best efforts to present to the Company a continuing and suitable investment program consistent with the investment policies and objectives of the Company. Subject to the supervision of the Trustees and under their direction, and consistent with the provisions of the Declaration of Trust, the Advisor shall: (a) serve as the Company's investment advisor, with its obligations to include providing research and economic and statistical data in connection with the Company's investments and recommending changes in the Company's investment policies, when appropriate; (b) investigate and evaluate investment, financing and refinancing opportunities and make recommendations concerning these opportunities to the Trustees; (c) manage the Company's short-term investments, including the acquisition and sale of money market instruments in accordance with the Company's policies; (d) administer the day-to-day operations of the Company; (e) investigate, negotiate and enter into appropriate contracts on behalf of the Company with individuals, corporations and other entities (i) for the purchase, lease or servicing of real estate and related interests and otherwise in furtherance of the investment activities of the Company and (ii) for the financing and refinancing of investments and otherwise in furtherance of the financing activities of the Company; (f) upon request of the Trustees, act as attorney-in-fact or agent in acquiring and disposing of investments and funds of the Company and in handling, prosecuting and settling any claims of the Company; (g) obtain for the Company, when appropriate, the services of property managers or management firms to perform customary property management services with regard to the real estate properties owned by or in the possession of the Company, and perform such supervisory or monitoring services on behalf of the Company with respect to the activities of those property managers or management firms as would be performed by a prudent owner, including but not limited to supervising the activities of property managers or management firms, visiting the properties, participating in property management budgeting, reviewing the accounting of property income and expenses, reporting on the financial status of the properties and reviewing and approving marketing plans, but excluding the actual on-site property management functions performed by said property managers or management firms; (h) obtain for the Company other services as may be required for other activities relating to the investment portfolio of the Company; (i) administer the day-to-day bookkeeping and accounting functions as are required for the proper management of the assets of the Company, contract for audits and prepare or cause to be prepared reports as may be required by any governmental authority in connection with the ordinary conduct of the Company's business, including without limitation, periodic reports, returns or statements required under the Securities Exchange Act of 1934, as amended, the Internal Revenue Code, the securities and tax statutes of any jurisdiction in which the Company is obligated to file such reports, or the rules and regulations promulgated under any of the foregoing; (j) provide office space, office equipment and the use of accounting or computing equipment when required, and provide personnel necessary for the performance of the foregoing services; and (k) from time to time, or at any time requested by the Trustees, make reports to the Trustees of its performance of the foregoing services to the Company. In performing its services under this Agreement, the Advisor may utilize facilities, personnel and support services of various of its Affiliates (as defined below). The Advisor shall be responsible for paying such Affiliates for their personnel and support services and facilities out of its own funds. Notwithstanding the above, the Company may request, and will pay for the direct costs of, services provided by Affiliates of the Advisor provided that such request is approved by a majority vote of the Trustees who are not Affiliates of the Advisor (the "Independent Trustees").
Appears in 2 contracts
Samples: Advisory Agreement (Senior Housing Properties Trust), Advisory Agreement (Senior Housing Properties Trust)
General Duties of the Advisor. The Advisor shall use its best efforts to present to the Company a continuing and suitable investment program consistent with the investment policies and objectives of the Company. Subject to the supervision of the Company’s Board of Trustees (the “Trustees”) and under their direction, and consistent with the provisions of the Company’s Declaration of Trust, the Advisor shall:
(a) serve as the Company's ’s investment advisor, with its obligations to include providing research and economic and statistical data in connection with the Company's ’s investments and recommending changes in the Company's ’s investment policies, when appropriate;
(b) investigate and evaluate investment, financing and refinancing opportunities and make recommendations concerning these opportunities to the Trustees;
(c) manage the Company's ’s short-term investments, including the acquisition and sale of money market instruments in accordance with the Company's ’s policies;
(d) administer the day-to-day operations of the Company;
(e) investigate, negotiate and enter into appropriate contracts on behalf of the Company with individuals, corporations and other entities (i) for the purchase, lease or servicing of real estate and related interests and otherwise in furtherance of the investment activities of the Company and (ii) for the financing and refinancing of investments and otherwise in furtherance of the financing activities of the Company;
(f) upon request of the Trustees, act as attorney-in-fact or agent in acquiring and disposing of investments and funds of the Company and in handling, prosecuting and settling any claims of the Company;
(g) obtain for the Company, when appropriate, the services of property managers or management firms to perform customary property management services with regard to the real estate properties owned by or in the possession of the Company, and perform such supervisory or monitoring services on behalf of the Company with respect to the activities of those property managers or management firms as would be performed by a prudent owner, including but not limited to supervising the activities of property managers or management firms, visiting the properties, participating in property management budgeting, reviewing the accounting of property income and expenses, reporting on the financial status of the properties and reviewing and approving marketing plans, but excluding the actual on-site property management functions performed by said property managers or management firms;
(h) obtain for the Company other services as may be required for other activities relating to the investment portfolio of the Company;
(i) administer the day-to-day bookkeeping and accounting functions as are required for the proper management of the assets of the Company, contract for audits and prepare or cause to be prepared reports as may be required by any governmental authority in connection with the ordinary conduct of the Company's ’s business, including without limitation, periodic reports, returns or statements required under the Securities Exchange Act of 1934, as amended, the Internal Revenue Code of 1986, as amended (as in effect from time to time, the “Internal Revenue Code”), the securities and tax statutes of any jurisdiction in which the Company is obligated to file such reports, or the rules and regulations promulgated under any of the foregoing;
(j) provide office space, office equipment and the use of accounting or computing equipment when required, and provide personnel necessary for the performance of the foregoing services; and
(k) from time to time, or at any time requested by the Trustees, make reports to the Trustees of its performance of the foregoing services to the Company. In performing its services under this Agreement, the Advisor may utilize facilities, personnel and support services of various of its Affiliates (as defined below). The Advisor shall be responsible for paying such Affiliates for their personnel and support services and facilities out of its own funds. Notwithstanding the above, the Company may request, and will pay for the direct costs of, services provided by Affiliates of the Advisor provided that such request is approved by a majority vote of the Trustees who are not Affiliates of the Advisor (the "“Independent Trustees"”). As used in this Agreement, the term “Affiliate” means, as to the Advisor, (i) any other Person (as defined below) directly or indirectly controlling, controlled by or under common control with the Advisor, (ii) any other Person that owns beneficially, directly or indirectly, five percent (5%) or more of the outstanding capital stock, shares or equity interests of the Advisor, or (iii) any officer, director, trustee, employee or general partner of the Advisor or of any Person controlling, controlled by or under common control with the Advisor. The term “Person” means and includes individuals, corporations, limited partnerships, general partnerships, limited liability companies, joint stock companies or associations, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts and other entities. In performing its services hereunder with respect to the Company, the Advisor shall adhere to, and shall require its officers and employees in the course of providing such services to the Company to adhere to, the Company’s Code of Business Conduct and Ethics, as in effect from time to time. In addition, the Advisor shall make available to its officers and employees providing such services to the Company the procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters relating to the Company and for the confidential, anonymous submission by such officers and employees of concerns regarding questionable accounting or auditing matters relating to the Company, as set forth in the Company’s Procedures Regarding Concerns or Complaints about Accounting, Internal Accounting Controls or Auditing Matters, as in effect from time to time.
Appears in 2 contracts
Samples: Advisory Agreement (Senior Housing Properties Trust), Advisory Agreement (Senior Housing Properties Trust)
General Duties of the Advisor. The Advisor shall use its best efforts to present to the Company a continuing and suitable investment program consistent with the investment policies and objectives of the Company. Subject to the supervision of the Trustees and under their direction, and consistent with the provisions Board of the Declaration of TrustDirectors, the Advisor shallshall provide services to the Company, and to the extent directed by the Board of Directors, shall provide similar services to any Subsidiary of the Company as follows:
(a) serve as the Company's investment advisor, with its obligations to include providing research and economic and statistical data in connection with the Company's investments and recommending changes in the Company's investment policies, when appropriate;
(b) investigate and evaluate investment, financing and refinancing opportunities and make recommendations concerning these opportunities to the Trustees;
(c) manage the Company's short-term investments, including the acquisition and sale of money market instruments in accordance with the Company's policies;
(d) administer the day-to-day operations of the Company and its Subsidiaries and perform or supervise the performance of such administrative functions necessary in the management of the Company and its Subsidiaries as may be agreed upon by the Advisor and the Board of Directors including, without limitation, collection of revenues and payment of expenses, debts and obligations and maintenance of appropriate computer services to provide such administrative functions;
(b) serve as the Company's consultant with respect to formulation of investment criteria and preparation of policy guidelines by the Board of Directors ("GUIDELINES");
(c) represent the Company in connection with the purchase, accumulation, financing and securitization of Mortgage Assets;
(d) furnish reports and statistical and economic research to the Company regarding the investments, activities and results of operations of the Company and its Subsidiaries and the services performed for the Company and its Subsidiaries by the Advisor;
(e) investigatemonitor and provide to the Board of Directors on an on-going basis price information and other data regarding the market maintained by certain nationally recognized dealers in Mortgage Assets identified by the Board of Directors from time to time, negotiate and enter into appropriate contracts provide data and advice to the Board of Directors in connection with the selection and identification of such dealers;
(f) communicate on behalf of the Company with individuals, corporations the holders of equity and debt securities of the Company as required to satisfy the continuous reporting and other entities requirements of any governmental or regulatory bodies or agencies and maintain effective relations with such holders of the Company's securities;
(g) to the extent not otherwise subject to an agreement executed by the Company, designate a servicer for those Mortgage Loans sold to the Company by originators or sellers that have elected not to service such loans and arrange for the monitoring and administering of such servicers;
(h) counsel the Company in connection with policy decisions to be made by the Board of Directors;
(i) for upon request by, and in accordance with the purchasedirections of, lease the Board of Directors, invest or servicing of real estate and related interests and otherwise in furtherance of the investment activities of the Company and (ii) for the financing and refinancing of investments and otherwise in furtherance of the financing activities reinvest any money of the Company;
(fj) upon request of the Trustees, act as attorney-in-fact or agent engage in acquiring and disposing of investments and funds of the Company and in handling, prosecuting and settling any claims of the Company;
(g) obtain for the Company, when appropriate, the services of property managers or management firms to perform customary property management services with regard to the real estate properties owned by or in the possession of the Company, and perform such supervisory or monitoring services hedging activities on behalf of the Company or any of its Subsidiaries consistent with the Company's qualification as a REIT and any other directions of the Board of Directors;
(k) arrange for the issuance of Mortgage Securities from pools of Mortgage Loans acquired by the Company and its Subsidiaries, and provide to the Company directly or through another appropriate party all services in connection with the creation of Mortgage Securities including:
(i) serving as consultant with respect to the activities structuring of those property managers or management firms as would be performed by a prudent owner, including but not limited to supervising the activities each series of property managers or management firms, visiting the properties, participating in property management budgeting, reviewing the accounting of property income and expenses, reporting on the financial status of the properties and reviewing and approving marketing plans, but excluding the actual on-site property management functions performed by said property managers or management firmsMortgage Securities;
(hii) obtain negotiating the rating requirements with rating agencies with respect to the rating of each series of Mortgage Securities;
(iii) accumulating and reviewing all Mortgage Loans which may secure or constitute the mortgage pool for each series of Mortgage Securities;
(iv) negotiating all agreements and credit enhancements with respect to each series of Mortgage Securities;
(v) issuing commitments on behalf of the Company and its Subsidiaries to purchase Mortgage Loans to be used to secure or constitute the mortgage pool for each series of Mortgage Securities;
(vi) organizing and administering all activities in connection with the closing of each series of Mortgage Securities, including all negotiations and agreements with underwriters, trustees, servicers, master servicers and other parties; and
(vii) performing such other services as may be required from time to time for completing the creation of each series of Mortgage Securities;
(l) provide to the Company directly or through another appropriate party all services in connection with the administration of each series of Mortgage Securities created by the Company;
(m) provide the executive and administrative personnel and services required in rendering the foregoing services to the Company and its Subsidiaries;
(n) supervise compliance with REIT provisions of the Code and maintain exemption from the Investment Company Act of 1940, as amended;
(o) qualify and cause the Company to qualify to do business in all applicable jurisdictions;
(p) cause the Company to retain qualified accountants and tax experts for at least a two year period to assist in developing appropriate accounting procedures and testing systems and conducting quarterly compliance reviews;
(q) comply with and use its best efforts to cause the Company to comply with all applicable laws; and
(r) as approved and directed by the Board of Directors, perform such other services as may be required from time to time for management and other activities relating to the investment portfolio of the Company;
(i) administer the day-to-day bookkeeping and accounting functions as are required for the proper management of the assets of the Company, contract for audits Company and prepare or cause to be prepared reports its Subsidiaries as may be required by any governmental authority in connection with the ordinary conduct of the Company's business, including without limitation, periodic reports, returns or statements required Advisor shall deem appropriate under the Securities Exchange Act of 1934, as amended, the Internal Revenue Code, the securities and tax statutes of any jurisdiction in which the Company is obligated to file such reports, or the rules and regulations promulgated under any of the foregoing;
(j) provide office space, office equipment and the use of accounting or computing equipment when required, and provide personnel necessary for the performance of the foregoing services; and
(k) from time to time, or at any time requested by the Trustees, make reports to the Trustees of its performance of the foregoing services to the Company. In performing its services under this Agreement, the Advisor may utilize facilities, personnel and support services of various of its Affiliates (as defined below). The Advisor shall be responsible for paying such Affiliates for their personnel and support services and facilities out of its own funds. Notwithstanding the above, the Company may request, and will pay for the direct costs of, services provided by Affiliates of the Advisor provided that such request is approved by a majority vote of the Trustees who are not Affiliates of the Advisor (the "Independent Trustees")particular circumstances.
Appears in 2 contracts
Samples: Advisory Agreement (America First Mortgage Investments Inc), Advisory Agreement (America First Mortgage Investments Inc)
General Duties of the Advisor. The Advisor shall use its best efforts to present to the Company a continuing and suitable investment program consistent with the investment policies and objectives of the Company. Subject to the supervision of the Trustees and under their direction, and consistent with the provisions Board of the Declaration of TrustDirectors, the Advisor shallshall provide services to the Company, and to the extent directed by the Board of Directors, shall provide similar services to any Subsidiary of the Company as follows:
(a) serve as the Company's investment advisor, with its obligations to include providing research and economic and statistical data in connection with the Company's investments and recommending changes in the Company's investment policies, when appropriate;
(b) investigate and evaluate investment, financing and refinancing opportunities and make recommendations concerning these opportunities to the Trustees;
(c) manage the Company's short-term investments, including the acquisition and sale of money market instruments in accordance with the Company's policies;
(d) administer the day-to-day operations of the Company and its Subsidiaries and perform or supervise the performance of such administrative functions necessary in the management of the Company and its Subsidiaries as may be agreed upon by the Advisor and the Board of Directors, including, without limitation, collection of revenues and payment of expenses, debts and obligations and maintenance of appropriate computer services to provide such administrative functions;
(b) serve as the Company's consultant with respect to formulation of investment criteria and preparation of policy guidelines by the Board of Directors;
(c) act as the authorized agent of the Company in connection with the identification, evaluation, purchase, financing, operation and disposition of Investment Assets and, as such, the officers and designated employees of the Advisor will have the authority to execute documents in connection therewith on behalf of the Company;
(d) furnish reports and statistical and economic research to the Company regarding the investments, activities and results of operations of the Company and its Subsidiaries and the services performed for the Company and its Subsidiaries by the Advisor;
(e) investigate, negotiate monitor and enter into appropriate contracts provide to the Board of Directors on an on-going basis information and other data regarding national and local real estate markets in which the Company or its Subsidiaries maintain or expect to acquire Investment Assets;
(f) communicate on behalf of the Company with individuals, corporations the holders of equity and debt securities of the Company as required to satisfy the continuous reporting and other entities requirements of any governmental or regulatory bodies or agencies and maintain effective relations with such holders of the Company's securities;
(g) to the extent not otherwise subject to an agreement executed by the Company, designate one or more property managers for the Company's Real Estate Assets, which managers may be Affiliates of the Advisor, and monitor and administer such managers;
(h) counsel the Company in connection with policy decisions to be made by the Board of Directors;
(i) for upon request by, and in accordance with the purchasedirections of, lease the Board of Directors, invest or servicing of real estate and related interests and otherwise in furtherance of the investment activities of the Company and (ii) for the financing and refinancing of investments and otherwise in furtherance of the financing activities reinvest any money of the Company;
(fj) upon request of the Trustees, act as attorney-in-fact or agent engage in acquiring and disposing of investments and funds of the Company and in handling, prosecuting and settling any claims of the Company;
(g) obtain for the Company, when appropriate, the services of property managers or management firms to perform customary property management services with regard to the real estate properties owned by or in the possession of the Company, and perform such supervisory or monitoring services hedging activities on behalf of the Company or any of its Subsidiaries consistent with respect to the activities of those property managers or management firms Company's qualification as would be performed by a prudent owner, including but not limited to supervising the activities of property managers or management firms, visiting the properties, participating in property management budgeting, reviewing the accounting of property income REIT and expenses, reporting on the financial status any other directions of the properties and reviewing and approving marketing plans, but excluding the actual on-site property management functions performed by said property managers or management firmsBoard of Directors;
(hk) obtain for provide the executive and administrative personnel and services required in rendering the foregoing services to the Company and its Subsidiaries;
(l) supervise compliance with REIT provisions of the Code and maintain exemption from the Investment Company Act of 1940, as amended;
(m) qualify and cause the Company to qualify to do business in all applicable jurisdictions;
(n) cause the Company to retain qualified legal counsel, independent public accountants, tax experts and other professionals;
(o) comply with and use its best efforts to cause the Company to comply with all applicable laws; and
(p) as approved and directed by the Board of Directors, perform such other services as may be required from time to time for management and other activities relating to the investment portfolio of the Company;
(i) administer the day-to-day bookkeeping and accounting functions as are required for the proper management of the assets of the Company, contract for audits Company and prepare or cause to be prepared reports its Subsidiaries as may be required by any governmental authority in connection with the ordinary conduct of the Company's business, including without limitation, periodic reports, returns or statements required Advisor shall deem appropriate under the Securities Exchange Act of 1934, as amended, the Internal Revenue Code, the securities and tax statutes of any jurisdiction in which the Company is obligated to file such reports, or the rules and regulations promulgated under any of the foregoing;
(j) provide office space, office equipment and the use of accounting or computing equipment when required, and provide personnel necessary for the performance of the foregoing services; and
(k) from time to time, or at any time requested by the Trustees, make reports to the Trustees of its performance of the foregoing services to the Company. In performing its services under this Agreement, the Advisor may utilize facilities, personnel and support services of various of its Affiliates (as defined below). The Advisor shall be responsible for paying such Affiliates for their personnel and support services and facilities out of its own funds. Notwithstanding the above, the Company may request, and will pay for the direct costs of, services provided by Affiliates of the Advisor provided that such request is approved by a majority vote of the Trustees who are not Affiliates of the Advisor (the "Independent Trustees")particular circumstances.
Appears in 2 contracts
Samples: Advisory Agreement (America First Apartment Investors Inc), Advisory Agreement (America First Apartment Investors Inc)
General Duties of the Advisor. The Advisor shall use its best efforts to supervise the operation of the Trust and to present to the Company Trust a continuing and suitable investment program consistent with the investment policies and objectives of the CompanyTrust. Subject to the supervision of the Trustees and under upon their direction, and consistent with the provisions of the Declaration of Trust, the Advisor shall:
(a) serve as the Company's Trust’s investment advisor, with its obligations to include providing research and economic and statistical data in connection with the Company's investments Trust’s investments, and recommending changes in the Company's Trust’s investment policies, when appropriate;
(b) investigate and evaluate investment, financing and refinancing investment opportunities and make recommendations concerning these opportunities recommend them to the Trustees;
(c) manage the Company's Trust’s short-term investments, investments including the acquisition and sale of money market instruments in accordance with the Company's Trust’s policies;
(d) administer the day-to-day operations of the CompanyTrust, including payment of debts and obligations in the ordinary course of business;
(e) investigate, negotiate select and conduct relations and enter into appropriate contracts on behalf of the Company Trust with other individuals, corporations and other entities (i) for the purchase, lease or servicing of real estate and related interests and otherwise in furtherance of the investment activities of the Company and (ii) for the financing and refinancing of investments and otherwise in furtherance of the financing activities of the CompanyTrust;
(f) upon request of by the Trustees, act as attorney-in-fact or agent in acquiring and disposing of investments and funds of the Company Trust and in handling, prosecuting and settling any claims of or against the CompanyTrust;
(g) upon request by the Trustees, invest and reinvest any money of the Trust;
(h) obtain for the CompanyTrust, when appropriate, the services of property managers or management firms to perform customary property management services and leasing agents to perform customary leasing services with regard to the real estate properties owned by or in the possession of the CompanyTrust, and perform such supervisory or monitoring services on behalf of the Company Trust with respect to the activities of those such property managers or management firms and leasing agents as would be performed by a prudent owner, including but not limited to closely supervising the activities of such property managers or management firmsfirms and leasing agents, visiting the properties, participating in property management budgeting, reviewing the accounting of property income and expenses, reporting on the financial status of the properties and reviewing and approving marketing plans, but excluding the actual on-site property management functions performed by said property managers or management firms;
(hi) obtain for the Company other Trust such services as may be required for other activities relating to the investment portfolio of the CompanyTrust;
(ij) administer the such day-to-day bookkeeping and accounting functions as are required for the proper management of the assets of the CompanyTrust, contract for audits and prepare or cause to be prepared such reports as may be required by any governmental authority in connection with the ordinary conduct of the Company's Trust’s business, including without limitation, periodic reports, returns or statements required under the Securities Exchange Act of 1934, as amended, the Internal Revenue Code, the securities and tax statutes of any jurisdiction in which the Company Trust is obligated to file such reports, or the rules and regulations promulgated under any of the foregoing;foregoing services; and
(jk) provide office spacespace and office equipment, office equipment and the use of accounting or computing equipment when required, and provide personnel necessary for the performance of the foregoing services; and
(kl) from time to time, or at any time requested by the Trustees, make reports to the Trustees thereto of its performance of the foregoing services to the CompanyTrust. In performing its services under this Advisory Agreement, the Advisor may utilize facilities, personnel and support services of various of its Affiliates (as defined below). The Advisor shall be responsible for paying such Affiliates for their personnel and support services and facilities out of its own funds. Notwithstanding the above, the Company Trust may request, and will pay for the direct costs of, services provided by Affiliates of the Advisor provided that such request is approved by a majority vote of those Trustees who (i) are not Affiliates of UHS, the Advisor or of any Person who performs services for the Trust and (ii) do not, directly or indirectly, perform any services for the Trust except as a Trustee (the “Independent Trustees”). As used in this Agreement, the term “Affiliate” means, as to any Person, (i) any other Person directly or indirectly controlling, controlled by or under common control with such Person, (ii) any other Person that owns beneficially, directly or indirectly, five percent (5%) or more of the outstanding capital stock, shares or equitable interests of such Person, or (iii) any officer, director, employee, general partner or trustee of such Person or of any other Person directly or indirectly controlling, controlled by or under common control with such Person (excluding Trustees who are not Affiliates otherwise an Affiliate of the Advisor (the "Independent Trustees"such Person). The term ‘Person means and includes individuals, corporations, limited partnerships, general partnerships, joint stock companies or associations, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts, and other entities and governments and agencies and political subdivisions thereof.
Appears in 2 contracts
Samples: Advisory Agreement (Universal Health Realty Income Trust), Advisory Agreement (Universal Health Services Inc)
General Duties of the Advisor. The Advisor shall use its best efforts to present to the Company a continuing and suitable investment program consistent with the investment policies and objectives of the Company. Subject to the supervision of the Trustees and under upon their direction, and consistent with the provisions of the Declaration of Trust, the Advisor shall:
(a) serve as the Company's investment advisor, with its obligations to include providing research and economic and statistical data in connection with the Company's investments and recommending changes in the Company's investment policies, when appropriate;
(b) investigate and evaluate investment, financing and refinancing investment opportunities and make recommendations concerning these such opportunities to the Trustees;
(c) manage the Company's short-term investments, investments including the acquisition and sale of money market instruments in accordance with the Company's policies;
(d) administer the day-to-day operations of the Company;
(e) investigate, negotiate select and conduct relations and enter into appropriate contracts on behalf of the Company with other individuals, corporations and other entities (i) for the purchase, lease or servicing of real estate and related interests and otherwise in furtherance of the investment activities of the Company and (ii) for the financing and refinancing of investments and otherwise in furtherance of the financing activities of the Company;
(f) upon request of the Trustees, act as attorney-in-fact or agent in acquiring and disposing of investments and funds of the Company and in handling, prosecuting and settling any claims of the Company;
(g) upon request of the Trustees, invest and reinvest any money of the Company;
(h) obtain for the Company, when appropriate, the services of property managers or management firms to perform customary property management services with regard to the real estate properties owned by or in the possession of the Company, and perform such supervisory or monitoring services on behalf of the Company with respect to the activities of those such property managers or management firms as would be performed by a prudent owner, including but not limited to closely supervising the activities of such property managers or management firms, visiting the properties, participating in property management budgeting, reviewing the accounting of property income and expenses, reporting on the financial status of the properties and reviewing and approving marketing plans, but excluding the actual on-site property management functions performed by said property managers or management firms;
(hi) obtain for the Company other such services as may be required for other activities relating to the investment portfolio of the Company;
(ij) administer the such day-to-day bookkeeping and accounting functions as are required for the proper management of the assets of the Company, contract for audits and prepare or cause to be prepared such reports as may be required by any governmental authority in connection with the ordinary conduct of the Company's business, including without limitation, periodic reports, returns or statements required under the Securities Exchange Act of 1934, as amended, the Internal Revenue Code, the securities and tax statutes of any jurisdiction in which the Company is obligated to file such reports, or the rules and regulations promulgated under any of the foregoing;
(jk) provide office space, office equipment and the use of accounting or computing equipment when required, and provide personnel necessary for the performance of the foregoing services; and
(kl) from time to time, or at any time requested by the Trustees, make reports to the Trustees thereto of its performance of the foregoing services to the Company. In performing its services under this Advisory Agreement, the Advisor may utilize facilities, personnel and support services of various of its Affiliates (as defined below). The Advisor shall be responsible for paying such Affiliates for their personnel and support services and facilities out of its own funds. Notwithstanding the above, the Company may request, and will pay for the direct costs of, services provided by Affiliates of the Advisor provided that such request is approved by a majority vote of the Trustees who are not Affiliates of the Advisor and who do not perform any services for the Company except as Trustee (the "Independent Trustees").
Appears in 1 contract
Samples: Advisory Agreement (Health & Retirement Properties Trust)
General Duties of the Advisor. The Advisor shall use its best efforts to present to the Company a continuing and suitable investment program consistent with the investment policies and objectives of the Company. Subject to the supervision of the Trustees and under upon their direction, and consistent with the provisions of the Declaration of TrustDeclaration, the Advisor shall:
(a) serve as the Company's investment advisor, with its obligations to include providing research and economic and statistical data in connection with the Company's investments and recommending changes in the Company's investment policies, when appropriate;
(b) investigate and evaluate investment, financing and refinancing investment opportunities and make recommendations concerning these such opportunities to the Trustees;
(c) manage the Company's short-short term investments, investments including the acquisition and sale of money market instruments in accordance with the Company's policies;
(d) administer the day-to-day to day operations of the Company;
(e) investigate, negotiate select and conduct relations and enter into appropriate contracts on behalf of the Company with other individuals, corporations and other entities (i) for the purchase, lease or servicing of real estate and related interests and otherwise in furtherance of the investment activities of the Company and (ii) for the financing and refinancing of investments and otherwise in furtherance of the financing activities of the Company;
(f) upon request of the Trustees, act as attorney-in-attorney in fact or agent in acquiring and disposing of investments and funds of the Company and in handling, prosecuting and settling any claims of the Company;
(g) upon request of the Trustees, invest and reinvest any money of the Company;
(h) obtain for the Company, when appropriate, the services of property managers or management firms to perform customary property management services with regard to the real estate properties owned by or in the possession of the Company, and perform such supervisory or monitoring services on behalf of the Company with respect to the activities of those such property managers or management firms as would be performed by a prudent owner, including but not limited to closely supervising the activities of such property managers or management firms, visiting the properties, participating in property management budgeting, reviewing the accounting of property income and expenses, reporting on the financial status of the properties and reviewing the accounting of property income and expenses, reporting on the financial status of the properties and reviewing and approving marketing plans, but excluding the actual on-site property management functions performed by said property managers or management firms;
(hi) obtain for the Company other such services as may be required for other activities relating to the investment portfolio of the Company;
(ij) administer the such day-to-day bookkeeping and accounting functions as are required for the proper management of the assets of the Company, contract for audits and prepare or cause to be prepared such reports as may be required by any governmental authority in connection with the ordinary conduct of the Company's business, including without limitation, periodic reports, returns or statements required under the Securities Exchange Act of 1934, as amended, the Internal Revenue CodeCode after, the securities and tax statutes securities of any jurisdiction in which the Company is obligated to file such reports, or the rules and regulations promulgated under any of the foregoing;
(jk) provide office space, office equipment and the use of accounting or computing equipment when required, and provide personnel necessary for the performance of the foregoing services; and
(kl) from time to time, or at any time requested by the Trustees, make reports to the Trustees thereto of its performance of the foregoing services to the Company. In performing its services under this Agreement, the Advisor may utilize facilities, personnel and support services of various of its Affiliates (as defined below). The Advisor shall be responsible for paying such Affiliates for their personnel and support services and facilities out of its own funds. Notwithstanding the above, the Company may request, and will pay for the direct costs of, services provided by Affiliates of the Advisor provided that such request is approved by a majority vote of the Trustees Directors who are not Affiliates of the Advisor and who do not perform any services for the Company except as Trustee (the "Independent Trustees").
Appears in 1 contract
General Duties of the Advisor. The Advisor shall use its best efforts to present to the Company a continuing and suitable investment program consistent with the investment policies and objectives of the Company. Subject to the supervision of the Company’s Board of Trustees (the “Trustees”) and under upon their direction, and consistent with the provisions of the Declaration Company’s declaration of Trusttrust (as amended and restated from time to time, the “Declaration”) , the Advisor shall:
(a) serve as the Company's ’s investment advisor, with its obligations to include providing research and economic and statistical data in connection with the Company's ’s investments and recommending changes in the Company's ’s investment policies, when appropriate;
(b) investigate and evaluate investment, financing and refinancing investment opportunities and make recommendations concerning these such opportunities to the Trustees;
(c) manage the Company's short-’s short term investments, investments including the acquisition and sale of money market instruments in accordance with the Company's ’s policies;
(d) administer the day-to-day to day operations of the Company;
(e) investigate, negotiate select and conduct relations and enter into appropriate contracts on behalf of the Company with other individuals, corporations and other entities (i) for the purchase, lease or servicing of real estate and related interests and otherwise in furtherance of the investment activities of the Company and (ii) for the financing and refinancing of investments and otherwise in furtherance of the financing activities of the Company;
(f) upon request of the Trustees, act as attorney-in-attorney in fact or agent in acquiring and disposing of investments and funds of the Company and in handling, prosecuting and settling any claims of the Company;
(g) upon request of the Trustees, invest and reinvest any money of the Company;
(h) obtain for the Company, when appropriate, the services of property managers or management firms to perform customary property management services with regard to the real estate properties owned by or in the possession of the Company, and perform such supervisory or monitoring services on behalf of the Company with respect to the activities of those such property managers or management firms as would be performed by a prudent owner, including but not limited to closely supervising the activities of such property managers or management firms, visiting the properties, participating in property management budgeting, reviewing the accounting of property income and expenses, reporting on the financial status of the properties and reviewing the accounting of property income and expenses, reporting on the financial status of the properties and reviewing and approving marketing plans, but excluding the actual on-site property management functions performed by said property managers or management firms;
(hi) obtain for the Company other such services as may be required for other activities relating to the investment portfolio of the Company;
(ij) administer the such day-to-day bookkeeping and accounting functions as are required for the proper management of the assets of the Company, contract for audits and prepare or cause to be prepared such reports as may be required by any governmental authority in connection with the ordinary conduct of the Company's ’s business, including without limitation, periodic reports, returns or statements required under the Securities Exchange Act of 1934, as amended, the Internal Revenue Code of 1986, as amended (as in effect from time to time, the “Internal Revenue Code”), the securities and tax statutes securities of any jurisdiction in which the Company is obligated to file such reports, or the rules and regulations promulgated under any of the foregoing;
(jk) provide office space, office equipment and the use of accounting or computing equipment when required, and provide personnel necessary for the performance of the foregoing services; and
(kl) from time to time, or at any time requested by the Trustees, make reports to the Trustees thereto of its performance of the foregoing services to the Company. In performing its services under this Agreement, the Advisor may utilize facilities, personnel and support services of various of its Affiliates (as defined below). The Advisor shall be responsible for paying such Affiliates for their personnel and support services and facilities out of its own funds. Notwithstanding the above, the Company may request, and will pay for the direct costs of, services provided by Affiliates of the Advisor provided that such request is approved by a majority vote of the Trustees Directors who are not Affiliates of the Advisor and who do not perform any services for the Company except as Trustee (the "“Independent Trustees"”).. As used in this Agreement, the term “Affiliate” means, as to any Person, (i) any other Person directly or indirectly controlling, controlled by or under common control with such Person, (ii) any other Person that owns beneficially, directly or indirectly, five percent (5%) or more of the outstanding capital
Appears in 1 contract
