Powers and Duties of the Investment Manager. 3.1 In managing the Account, FMR shall:
(a) have full discretion to manage and invest the assets of the Account in accordance with FMR’s best judgment and consistent with the Guidelines may be amended from time to time at the discretion of the Trustees upon written notice to FMR;
(b) apply to the Account the benefit of its continuing analysis of general conditions, securities markets and selected industries and companies;
(c) consult with the Trustees upon its request or whenever FMR becomes aware of information which should be reviewed with the Trustees;
(d) notify the Trustees in writing of the principal individuals assigned investment management or administrative responsibility for the Account. Any change in such assignments shall be communicated to the Trustees as soon as it becomes known to the Investment Manager, but in no event shall such notification be more than three business days following a change in responsibility;
(e) furnish the Trustees with prompt written notice of all Account transactions executed at the direction of the Trustees. The form, substance and time of such transaction information shall be as mutually agreed to by the Trustees and FMR;
(f) furnish the Trustees with a periodic appraisal of the Account, which appraisal shall be at least quarterly as of the last day of each quarterly period on which the New York Stock Exchange is open (the "Appraisal Date") during the term of this Agreement. Such appraisal shall be in the form of a written summary of the assets held in the Account on the Appraisal Date;
(g) furnish the Trustees with special reports as they may from time to time reasonably request; and
(h) furnish the Trustees with such account performance reconciliation data as it may reasonably request, in the form and manner requested.
3.2 FMR shall have full power and authority in its discretion and without prior consultation with the Trustees to:
(a) buy, sell, exchange, convert and otherwise trade in any stocks, bonds, and other securities, including money market instruments and financial futures contracts;
(b) instruct any person having custody of assets of the Account to deliver securities sold, exchanged, or otherwise disposed of from the Account and to pay cash for securities delivered to such custodian upon acquisition for the account;
(c) determine or confirm, as the case may be, consistent with the procedures and policies adopted by the Investment Manager, the value of any securities holdings or other assets of the Port...
Powers and Duties of the Investment Manager. 6.1 In its full and absolute discretion and without any obligation on its part to give prior notice to the Fund, the Investment Manager shall have sole, complete and full power and authority to trade, invest and reinvest all of the Investment Account Assets in such loans, securities or instruments as the Investment Manager, in its sole and absolute discretion, shall consider to be in the best interest of the Fund, provided such investments are consistent with the Investment Guidelines. In connection therewith, the Investment Manager shall have sole, complete and full power and authority to: (i) direct the Fund to make loans, acquire existing loans and sell loans which are or will be collateralized by first and/or second position security interests in residential and commercial real estate in the U.S. and the underlying real estate collateral (in the event of foreclosures or other circumstances that result in possession of the underlying real estate). Under the direction of the Investment Manager, the Fund may also finance real estate projects using other funding methods, including (but not limited to) joint venture equity financing (ii) monitor the servicing of the loans and the collection of income on the Investment Account by the Custodian; (iii) dispose of fund assets in accordance with its discretion and judgment in a manner which it believes will benefit the Fund and its investors; and (iv) take any other action with respect to securities or other property in the Investment Account as needed to serve the best interest of the Fund and to adhere to the Investment Guidelines. The Investment Manager shall further be free to make investment changes regardless of the resulting rate of portfolio turnover, when it, in its sole discretion, shall determine that such changes will promote the investment objective of the Investment Account.
6.2 The Investment Manager and its managers, members officers, directors, employees and agents shall discharge their duties and exercise their powers hereunder solely in the interest of the Fund and with the care, skill, prudence and diligence that, under the circumstances then prevailing, a prudent person acting in a like capacity and familiar with such matter would use.
Powers and Duties of the Investment Manager. (a) Unless the Trustees specifically limit the powers of an Investment Manager in an agreement between the Trustees and the Investment Manager, each Investment Manager shall have the exclusive power to acquire and dispose of all assets under the management of the Investment Manager.
(b) Each Investment Manager shall periodically furnish the Trustees with a summary report on the investment of all assets under its management. In making such report, the Investment Manager shall not be liable for the accuracy of any information supplied to it by the Trustees or the Commission.
(c) Unless agreed otherwise, each Investment Manager shall determine, at least once annually the net worth of the assets under its management and report such value to the Trustees in writing. In determining such value, the Investment Manager shall evaluate the assets under its management at their fair market value as of such valuation date and shall deduct all expenses chargeable to such investment. The Trustees, in preparing any report required under this Agreement, may conclusively rely on the valuation furnished by such Investment Manager.
Powers and Duties of the Investment Manager. 3.1 During the continuance of its appointment hereunder, the Investment Manager shall (subject always to the provisions of Clause 3.3) have duties, obligations, full power, authority and right to, either itself or wholly or in part through its advisers render such services as the Issuer may from time to time require in connection with the management of the affairs of the Issuer, and in particular (without limiting the generality of the foregoing), the Investment Manager shall:
3.1.1 implement the investment strategy and policies of the Issuer and from time to time review such investment strategy and policies;
3.1.2 identify, source, evaluate investment and divestment opportunities for the account of the Issuer;
3.1.3 monitor, supervise and report to the Issuer on its investments and responding to enquiries from the Issuer or Investors regarding the investments of the Issuer;
3.1.4 make recommendations to the Investment Committee on investment opportunities or divestment proposals which the Investment Manager has identified and evaluated, and provide such advice and support as the Investment Committee may request from time to time;
3.1.5 carry out valuations of the Portfolio Investments as from time to time required;
3.1.6 assist in the administration and redemption of the Convertible Bonds issued by the Issuer pursuant to the Conditions or otherwise generally in connection with the Issuer;
3.1.7 liaise with third party service providers and intermediaries in connection with the implementation of investment and investment realisation decisions and the administration of the Issuer generally;
3.1.8 assist in the filing of any reports or claiming of any taxation relief by Issuer and holders of the Convertible Bonds or such other securities as may be issued by the Issuer from time to time;
3.1.9 assist in the preparation of tax returns in respect of the allocation of profits and losses of the Issuer and in obtaining any available tax benefits and tax deductions in respect of the Portfolio Investments, if required;
3.1.10 provide regular reporting on the investment activities and financial information and accounts of the Issuer to the Investors including such information as the same is available to members of the Investment Committee and/or the Directors from time to time;
3.1.11 provide to the Investors reporting on business and operational activities of the Underlying Assets and on financial information on the Underlying Assets to the extent the same is availa...
Powers and Duties of the Investment Manager
