Investment Advisers. Custodian may also act in accordance with any Written or Oral Instructions given with respect to a Portfolio which are reasonably believed by Custodian to have been given or signed by one of the persons designated from time to time by any of the investment advisers of such Portfolio who are specified in Exhibit C hereto (if any) as it may from time to time be revised. The Trust may revise Exhibit C hereto at any time by notice in writing to Custodian given in accordance with Section 14.4 below, and each investment adviser specified in Exhibit C hereto (if any) may at any time by like notice designate an Authorized Person or remove an Authorized Person previously designated by it, but no revision of Exhibit C hereto (if any) and no designation or removal by such investment adviser shall be effective until Custodian actually receives such notice.
Investment Advisers. Custodian may also rely upon and act in accordance with any Written or Oral Instructions given with respect to the Fund which are reasonably believed by Custodian to have been given or signed by any two of the persons designated from time to time by any of the investment advisers of the Fund who are specified in Exhibit C hereto (if any) as it may from time to time be revised. The Fund may revise Exhibit C hereto at any time by notice in writing to Custodian given in accordance with Section 13.4 below, and each investment adviser specified in Exhibit C hereto (if any) may at any time by like notice designate an Authorized Person or remove an Authorized Person previously designated by it, but no revision of Exhibit C hereto (if any) and no designation or removal by such investment adviser shall be effective until Custodian actually receives such notice.
Investment Advisers. The Manager may delegate discretionary management authority to one or more investment advisers registered as such under federal or state law or to a commercial bank to the extent and in the manner specified in the Investment Information Memorandum. In furtherance of and subject to the foregoing, the Manager may from time to time enter into one or more investment advisory or management contracts whereby the other party or parties to any such contracts undertake to furnish the Fund such management, investment advisory, administration, accounting, legal, statistical and research facilities and services and such other facilities and services as the Manager may from time to time consider desirable, all upon such terms and conditions as the Manager may in its discretion determine.
Investment Advisers. Custodian may also rely upon and act in accordance with any Written or Oral Instructions given with respect to a Portfolio which are reasonably believed by Custodian to have been given or signed by one of the persons designated from time to time by the Trust with respect to any of the investment advisers of such Portfolio who are specified in Exhibit C hereto (if any) as it may from time to time be revised. The Trust may revise Exhibit C hereto at any time by notice in writing to Custodian given in accordance with Section 14.4 below and may at any time by like notice designate an Authorized Person or remove an Authorized Person previously designated by it, but no revision of Exhibit C hereto (if any) and no such designation or removal of an Authorized Person shall be effective until Custodian actually receives such notice.
Investment Advisers. (a) Each Protective Adviser is registered with the SEC as an investment adviser under the Advisers Act or is exempt from such registration and is registered as an investment adviser in each state in which such registration is required, and each Protective Adviser is a member in good standing of such other organizations in which its membership is required in order to conduct its business as now conducted, in each case except such failures, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect.
(b) No Protective Adviser is required to register as a commodity trading adviser or commodity pool operator with the U.S. Commodity Futures Trading Commission.
(c) Each Protective Adviser has filed a Form ADV with the appropriate Governmental Authorities, which form at the time of filing, and as amended and supplemented as of the date hereof, is in effect pursuant to and in material compliance with the requirements of the Advisers Act or applicable state investment adviser Laws. Protective has made available to Dai-ichi accurate and complete copies of such Forms ADV as amended or supplemented through the date of this Agreement.
(d) Each Protective Adviser has adopted a code of ethics, which complies in all material respects with all applicable provisions of the Advisers Act (including Section 204 thereof and Rule 204A-1 thereunder), and each Protective Adviser has adopted a written policy regarding xxxxxxx xxxxxxx and other material policies as required by applicable Law, copies of which have been made available to Dai-ichi. Since January 1, 2011, there have been no material violations or, to the Knowledge of Protective, allegations of material violations of such code of ethics, xxxxxxx xxxxxxx policies and material policies.
(e) The officers and employees of Protective and the Protective Subsidiaries who are required to be approved, licensed or registered as investment advisory representatives for the activities conducted by them on behalf of Protective and the Protective Subsidiaries are and at all times since January 1, 2011 have been duly approved, licensed or registered in each state or jurisdiction in which and with each Governmental Authority with whom such approval, licensing or registration is so required, except where the failure to be so approved, licensed or registered, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect.
(f) Eac...
Investment Advisers. (a) The Investment Advisers, subject to the control and supervision of the Board of Managers and the terms and conditions of the Investment Advisory Agreement, are hereby granted the power and authority from time to time to do the following: manage and control the investments of the Company, including, but not limited to, the power to make all investment decisions regarding the Com pany's investment portfolio and, among other things, to find, evaluate, structure, monitor, sell, and liquidate, upon dissolution or otherwise, such investments, to assist the Appropriate Officers of the Company in the provision of managerial assistance to Portfolio Companies and in connection therewith to enter into, execute, amend, supplement, acknowledge, and deliver any and all contracts, agreements, or other instruments for the performance of such functions, including the investment and reinvestment of all or part of the Company's assets, execution of portfolio transac tions, and any or all related administrative functions. The grant of power and authority to the Investment Adviser under this Section 6.1 in no way limits the rights, powers, or authority of the Board of Managers under this Agreement, the Act, or as otherwise provided by law.
(b) The Board of Managers may admit any Investment Adviser as a Member of the Company with the rights, powers and obligations of a Special Member as set forth herein. A Special Member shall not make a Capital Contribution to the Company in its capacity as Special Member and shall not be issued any Units representing its interest as a Special Member.
Investment Advisers. All partners unanimously agreed that qualified industrial investment advisers can be engaged to provide industrial investment advisory services for the Fund according to its project investment needs. 中 外 運 創 新 科 技 有 限 公 司 (Sinotrans Innovation Technology Co., Ltd.*), a wholly-owned subsidiary of the Company, was invited to act as the investment adviser of the Fund on 11 June 2021. For the industrial investment advisory services provided by Sinotrans Innovation Technology Co., Ltd. to the Fund, the Company will comply with relevant applicable requirements under Chapter 14 and/or Chapter 14A of the Listing Rules and fulfill its information disclosure obligations (if required).
Investment Advisers. Custodian may also rely upon and act in accordance with any Written or Oral Instructions given with respect to a Portfolio which are reasonably believed by Custodian to have been given or signed by one of the persons designated from time to time by any of the investment advisers of such Portfolio who are specified in Exhibit C hereto (if any) as it may from time to time be revised. The Company may revise Exhibit C hereto at any
Investment Advisers. The Company represents and warrants that the Company and each Subsidiary of the Company which is an investment advisor:
(a) is, and has been at all times, a registered investment adviser with the SEC pursuant to Section 203 of the Investment Advisers Act of 1940 (the “Investment Advisers Act”). Full and complete copies of its Form ADV, as amended (the “Form ADV”) have been made available to Parent and neither the Form ADV nor any amendment thereto contains any untrue statement of material fact or omits to state a material fact required to be stated in order to make the statements contained therein, in the light of the circumstances in which they were made, not misleading;
(b) is not prohibited by any section of the Investment Advisers Act, or the rules and regulations thereunder, from acting as an investment adviser;
(c) has not been, nor, to the Knowledge of the Company, has any Affiliate, director, officer, employee or registered representative thereof been, in connection with the performance of his/her duties and/or services for such investment adviser, since January 1, 2002, convicted of any crime or been subject to any disqualification that would be a basis for denial, suspension or revocation of registration of, or limitation of the activities of, an investment adviser under Section 203(e) of the Investment Advisers Act or Rule 206(4)-4(b) thereunder; nor, to the Knowledge of the Company, is there a current investigation, whether formal or informal, or whether preliminary or otherwise, that is reasonably likely to result in any such denial, suspension, revocation, or limitation;
(d) has not been, nor has, to the Knowledge of the Company, any Affiliate, director, officer, employee or registered representative thereof been, in connection with the performance of his/her duties and/or services for such investment adviser, (A) subject to any cease and desist, censure or other disciplinary or similar order issued by, (B) a party to any written agreement, consent agreement, memorandum of understanding or disciplinary agreement with, (C) a party to any commitment letter or similar undertaking to, (D) subject to any order or directive by or (E) a recipient of any supervisory letter from, any Governmental Entity;
(e) has not been, nor has, to the Knowledge of the Company, any Affiliate, director, officer, employee or registered representative been, in connection with the performance of his/her duties and/or services for such investment adviser, except as alrea...
Investment Advisers. The Company may choose to hire the services of one or more investment management firms and give such parties discretionary authority over individual security selection and transaction execution, provided that each such firm and its affiliates may not have more than $100 million of the Company’s assets under its management at any one time and that they agree in writing to:
