Investment Management and Related Activities Except as set forth on Schedule 3.25 of the Company Disclosure Schedule, none of the Company, any of its Subsidiaries or the Company’s or its Subsidiaries’ directors, officers or employees is required to be registered, licensed or authorized under the laws or regulations issued by any Governmental Authority as an investment adviser, a broker or dealer, an insurance agency or company, a commodity trading adviser, a commodity pool operator, a futures commission merchant, an introducing broker, a registered representative or associated person, investment adviser, representative or solicitor, a counseling officer, an insurance agent, a sales person or in any similar capacity with a Governmental Authority.
Investment Advisory Services The Adviser undertakes to act as investment adviser of the Portfolio and shall, subject to the supervision of the Fund's Board of Trustees, direct the investments of the Portfolio in accordance with the investment objective, policies and limitations as provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the "1940 Act"), and such other limitations as the Portfolio may impose by notice in writing to the Adviser. The Adviser shall also furnish for the use of the Portfolio office space and all necessary office facilities, equipment and personnel for servicing the investments of the Portfolio; and shall pay the salaries and fees of all officers of the Fund, of all Trustees of the Fund who are "interested persons" of the Fund or of the Adviser and of all personnel of the Fund or the Adviser performing services relating to research, statistical and investment activities. The Adviser is authorized, in its discretion and without prior consultation with the Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Portfolio. The investment policies and all other actions of the Portfolio are and shall at all times be subject to the control and direction of the Fund's Board of Trustees.
Non-Investment Advisory Services The Fund hereby employs the Manager to provide certain non-investment advisory services for the Portfolio, subject to the direction of the officers and the Board on the terms hereinafter set forth. Specifically, the Manager shall perform or arrange for the performance, as applicable, at its own expense (except as provided in Section 4 or unless otherwise agreed to by the Manager and the Fund, in which case at the Fund’s expense), the following services to the Fund on behalf of the Portfolio to the extent that any such services are not otherwise provided by any other service provider to the Fund:
Investment Sub-Advisory Services Sub-Adviser shall serve as investment sub-adviser and shall supervise and direct the investments of each series of Penn Series listed on Exhibit A attached hereto (each, a “Fund”), as such Exhibit may be amended by mutual agreement of the parties hereto, and to exercise all rights incidental to ownership in accordance with the investment objectives, program and restrictions applicable to the Fund as provided in Penn Series’ Prospectus and Statement of Additional Information (“SAI”), as amended from time to time, and such other limitations as may be imposed by law or as Penn Series or Adviser may impose with notice in writing to Sub-Adviser. To enable Sub-Adviser to fully exercise its discretion, Adviser hereby appoints Sub-Adviser as agent and attorney-in-fact for the Fund with full power and authority to buy, sell and otherwise deal in securities and contracts for the Fund. No investment will be made by Sub-Adviser for the Fund if the investment would violate the investment objectives, investment restrictions or limitations of the Fund set out in the Prospectus and the SAI delivered to the Sub-Adviser and as may be amended and delivered to Sub-Adviser in the future. Sub-Adviser shall not take custody of any assets of Penn Series, but shall issue settlement instructions to the custodian designated by Penn Series (the “Custodian”). Sub-Adviser shall, in its discretion, 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 the Fund in a manner consistent with the investment objectives of the Fund. In furtherance of this duty, Sub-Adviser, as agent and attorney-in-fact with respect to Adviser and Penn Series, is authorized, in its discretion and without prior consultation with Adviser or Penn Series, to:
Investment Advisory Duties Subject to the supervision of the Trustees and the Advisor, the Sub-Advisor will, in coordination with the Advisor as described below: (a) provide a program of continuous investment management for the Fund; (b) make investment decisions for the Fund; and (c) place orders to purchase and sell securities for the Fund in accordance with the Fund’s investment objectives, policies and limitations as stated in the Fund’s current Prospectus and Statement of Additional Information as provided to the Sub-Advisor by the Advisor, as they may be amended from time to time; provided, that the Advisor shall provide the Sub-Advisor reasonable advance notice of any change to such investment objectives, policies and limitations. The Sub-Advisor further agrees that, in performing its duties hereunder, it will:
Investment Advisory Fee For services provided under subparagraph (a) of paragraph 1 of this Agreement, the Advisor agrees to pay the Sub-Advisor a monthly Sub-Advisory Fee. The Sub-Advisory Fee shall be equal to 110% of the Sub-Advisor's costs incurred in connection with rendering the services referred to in subparagraph (a) of paragraph 1 of this Agreement. The Sub-Advisory Fee shall not be reduced to reflect expense reimbursements or fee waivers by the Advisor, if any, in effect from time to time.
INVESTMENT ADVISORY AND MANAGEMENT FEE (a) The Fund shall pay to the Advisor, and the Advisor agrees to accept, as full compensation for all services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement.
Investment Advisor The Buyer is an investment advisor registered under the Investment Advisors Act of 1940.
Obligations Solely Contractual in Nature; No Fiduciary Relationship The Depositor acknowledges and agrees that the responsibility to the Depositor of the Underwriters pursuant to this Agreement is solely contractual in nature and that none of the Underwriters or their affiliates will be acting in a fiduciary or advisory capacity, or will otherwise owe any fiduciary or advisory duty, to the Depositor pursuant to this Agreement in connection with the offering of the Registered Certificates and the other transactions contemplated by this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Depositor, UBS AG and the several Underwriters. Very truly yours, UBS COMMERCIAL MORTGAGE SECURITIZATION CORP. By: /s/ Hxxxx Xxxxx Name: Hxxxx Xxxxx Title: Managing Director By: /s/ Rxxxxxx X.X. Xxxxx Name: Rxxxxxx X.X. Xxxxx Title: Executive Director UBS AG By: /s/ Hxxxx Xxxxx Name: Hxxxx Xxxxx Title: Managing Director By: /s/ Rxxxxxx X.X. Xxxxx Name: Rxxxxxx X.X. Xxxxx Title: Executive Director UBS 2017-C6 – Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted as of the date first above written. UBS SECURITIES LLC By: /s/ Hxxxx Xxxxx Name: Hxxxx Xxxxx Title: Managing Director By: /s/ Rxxxxxx X.X. Xxxxx Name: Rxxxxxx X.X. Xxxxx Title: Executive Director CANTOR FXXXXXXXXX & CO. By: /s/ Sxxxx X. Xxxxxxxx Name: Sxxxx X. Xxxxxxxx Title: Chief Executive Officer SG AMERICAS SECURITIES, LLC By: /s/ Jxx Xxxxxxx Name: Jxx Xxxxxxx Title: Director NATIXIS SECURITIES AMERICAS LLC By: /s/ Jxxxx Xxxx Name: Jxxxx Xxxx Title: Executive Director /s/ Dxxxxxxx Xxxxxxxx Dxxxxxxx Xxxxxxxx Vice President UBS 2017-C6 – Underwriting Agreement KEYBANC CAPITAL MARKETS INC. By: /s/ Gxxx X. Xxxxxxx Name: Gxxx X. Xxxxxxx Title: Managing Director KeyBanc Capital Markets Inc. ACADEMY SECURITIES, INC. By: /s/ Mxxxxxx Xxxx Name: Mxxxxxx Xxxx Title: Chief Compliance Officer UBS 2017-C6 – Underwriting Agreement SCHEDULE I Underwriting Agreement, dated as of December 1, 2017. Certificates: UBS Commercial Mortgage Trust 2017-C6, Commercial Mortgage Pass-Through Certificates, Series 2017-C6 Class Initial Aggregate Certificate Balance or Notional Amount of Class Aggregate Certificate Balance or Notional Amount of Class to be Purchased by UBS Securities LLC Aggregate Certificate Balance or Notional Amount of Class to be purchased by Cxxxxx Fxxxxxxxxx & Co. Aggregate Certificate Balance or Notional Amount of Class to be purchased by SG Americas Securities, LLC Aggregate Certificate Balance or Notional Amount of Class to be purchased by KeyBanc Capital Markets Inc. Aggregate Certificate Balance or Notional Amount of Class to be purchased by Natixis Securities Americas LLC Aggregate Certificate Balance or Notional Amount of Class to be Purchased by Academy Securities, Inc. Initial Pass-Through Rate Purchase Price(1) Class A-1 $ 21,136,000 $ 21,136,000 $0 $0 $0 $0 $0 2.3442% 99.99979% Class A-2 $ 63,519,000 $ 63,519,000 $0 $0 $0 $0 $0 3.3585% 102.99988% Class A-SB $ 32,627,000 $ 32,627,000 $0 $0 $0 $0 $0 3.5042% 102.99999% Class A-3 $ 40,000,000 $ 40,000,000 $0 $0 $0 $0 $0 3.5806% 102.99984% Class A-4 $ 148,878,000 $ 148,878,000 $0 $0 $0 $0 $0 3.3198% 100.99943% Class A-5 $ 165,633,000 $ 165,633,000 $0 $0 $0 $0 $0 3.5795% 102.99931% Class A-BP $ 7,500,000 $ 7,500,000 $0 $0 $0 $0 $0 3.8858% 99.99955% Class X-A $ 471,793,000(2) $ 471,793,000(2) $0 $0 $0 $0 $0 1.0469% 7.88083% Class X-BP $ 7,500,000 $ 7,500,000 $0 $0 $0 $0 $0 0.5685% 0.23438% Class A-S $ 76,174,000 $ 76,174,000 $0 $0 $0 $0 $0 3.9323% 102.99924% Class B $ 30,811,000 $ 30,811,000 $0 $0 $0 $0 $0 4.1539% 102.99956% Class C $ 26,533,000 $ 26,533,000 $0 $0 $0 $0 $0 4.4543% 100.43245%
Investment Advisory Facilities The Sub-Adviser, at its expense, will furnish all necessary investment facilities, including salaries of personnel, required for it to execute its duties hereunder.
