Responsibilities of the Adviser. (a) The Adviser, or an affiliate of the Adviser ("Adviser Affiliate"), to the extent permitted by applicable laws, rules and regulatory interpretations, hereby undertakes and agrees, upon the terms and conditions herein set forth, subject to the supervision of the Board, either directly or indirectly through one or more SubAdvisers (as that term is defined in paragraph 4 below): (i) to make investment decisions and provide a program of continuous investment management for each Fund; prepare, obtain, evaluate, and make available to each Fund research and statistical data in connection therewith; obtain and evaluate such information and advice relating to the economy, securities markets, and securities as it deems necessary or useful to discharge its duties hereunder; engage in or supervise the selection, acquisition, retention, and sale of investments, securities, and/or cash; engage in or supervise the selection, acquisition, retention, and sale of registered and unregistered investment funds and/or other investment vehicles (the "Investment Funds"); select brokers or dealers to execute transactions; and all of the aforementioned shall be done in material accordance with each Fund's investment objective, policies, and limitations as stated in each Fund's registration statement filed with the SEC on Form N-1A under the 1940 Act (the "Registration Statement"), as amended from time to time, and in accordance with guidelines and directions from the Board and any applicable laws and regulations; (ii) subject to the direction and control of the Board, to assist each Fund as it may reasonably request in the conduct of such Fund's business, including oral and written research, analysis, advice, statistical, and economic data, judgments regarding individual investments, general economic conditions and trends, and long-range investment policies; determine or recommend the securities, instruments, repurchase agreements, options, and other investments (including the Investment Funds), and techniques that a Fund will purchase, sell, enter into, use, or provide in an ongoing evaluation of a Fund's portfolio; continuously manage and supervise the investment program of a Fund and the composition of its investment portfolio in a manner consistent with the investment objective, policies, and restrictions of a Fund, as set forth in its Registration Statement and as may be adopted from time to time by the Board, and applicable laws and regulations; determine or recommend the extent to which a Fund's portfolio shall be invested in securities, Investment Funds, and other assets, and what portion, if any, should be held uninvested; and undertake to do anything incidental to the foregoing to facilitate the performance of its obligations hereunder; (iii) to furnish to or place at the disposal of each Fund information, evaluations, analyses, and opinions formulated or obtained by the Adviser in the discharge of its duties as the Board may, from time to time, reasonably request, and maintain or cause to be maintained for each Fund all books, records, reports, and any other information required under the 1940 Act, to the extent that such books, records, and reports, and other information are not maintained or furnished by the custodian, transfer agent, administrator, sub-administrator, or other agent of a Fund; (iv) to furnish to or place at the disposal of each Fund, such office space, telephone, utilities, and facilities as a Fund may require for its reasonable needs and to furnish at the expense of the Adviser, or an Adviser Affiliate, clerical services related to research, statistical, and investment work; (v) to render or make available to each Fund management and administrative assistance in connection with the operation of a Fund that shall include (i) compliance with all reasonable requests of the Board for information, including information required in connection with a Fund's filings with the SEC, other federal and state regulatory organizations, and self-regulatory organizations, and (ii) such other services as the Adviser shall from time to time determine to be necessary or useful to the administration of a Fund; and (vi) to pay the reasonable salaries, fees, and expenses of each Funds’ employees and officers (including each Fund's share of any payroll taxes) and any fees and expenses of each Funds’ trustees ("Trustees") who are partners, directors, trustees, or employees of or otherwise affiliated with the Adviser; provided, however, that each Funds, and not the Adviser, shall bear travel expenses (or an appropriate portion thereof) of Trustees or Fund officers who are partners, directors, trustees, or employees of the Adviser to the extent that such expenses relate to attendance at meetings of the Board or any committees thereof or Advisers thereto; further provided, however, that each Fund may bear all or a portion of the expenses related to each Funds’ chief compliance officer, as may be approved by the Board from time to time. The Adviser shall not be responsible for any expenses of each Funds other than those specifically allocated to the Adviser in this Agreement. (b) In particular, but without limiting the generality of the foregoing, the Adviser shall not be responsible, except to the extent of the reasonable compensation of the Trust's employees who are partners, directors, trustees, or employees of the Adviser whose services may be involved, for the following expenses of each Fund: all fees and expenses directly related to portfolio transactions and positions for each Fund's account such as direct and indirect expenses associated with each Fund's investments, including its investments in Investment Funds, and enforcing the Trust's rights in respect of such investments; brokerage commissions; interest and fees on any borrowings by each Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses and costs relating to the pricing and return data of Fund assets and related indices; fees and expenses of outside legal counsel (including fees and expenses associated with the review of documentation for prospective investments by each Fund), including foreign legal counsel; accounting, auditing, insurance and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Fund shares of beneficial interest; taxes and governmental fees (including tax preparation fees); fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of a Fund; all costs and charges for equipment or services used in communicating information regarding each Fund's transactions among the Adviser and any custodian or other agent engaged by a Fund; bank services fees; expenses of preparing, printing, and distributing copies of offering memoranda and any other sales material (and any supplements or amendments thereto), reports, notices, other communications to holders of shares of beneficial interest in a Fund (each a “Shareholder”), and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of Shareholders’ meetings; expenses of corporate data processing and related services; Shareholder recordkeeping and Shareholder account services, fees, and disbursements; expenses relating to investor and public relations; and extraordinary expenses such as litigation expenses.
Appears in 4 contracts
Samples: Investment Management Agreement (Stone Ridge Trust), Investment Management Agreement (Stone Ridge Trust), Investment Management Agreement (Stone Ridge Trust)
Responsibilities of the Adviser. (a) The Adviser, or an affiliate of the Adviser ("“Adviser Affiliate"”), to the extent permitted by applicable laws, rules and regulatory interpretations, hereby undertakes and agrees, upon the terms and conditions herein set forth, subject to the supervision of the Fund’s Board, either directly or indirectly through one or more SubAdvisers Subadvisers (as that term is defined in paragraph 4 below):
(i) to make investment decisions and provide a program of continuous investment management for each the Fund; prepare, obtain, evaluate, and make available to each the Fund research and statistical data in connection therewith; obtain and evaluate such information and advice relating to the economy, securities markets, and securities as it deems necessary or useful to discharge its duties hereunder; engage in or supervise the selection, acquisition, retention, and sale of investments, securities, and/or cash; engage in or supervise the selection, acquisition, retention, and sale of registered and unregistered investment funds and/or other investment vehicles (the "“Investment Funds"”); select brokers or dealers to execute transactions; and all of the aforementioned shall be done in material accordance with each the Fund's ’s investment objective, policies, and limitations as stated in each the Fund's ’s registration statement filed with the SEC on Form N-1A N-2 under the 1940 Act (the "“Registration Statement"”), as amended from time to time, and in accordance with guidelines and directions from the Fund’s Board and any applicable laws and regulations;
(ii) subject to the direction and control of the Board, to assist each the Fund as it may reasonably request in the conduct of such the Fund's ’s business, including oral and written research, analysis, advice, statistical, and economic data, judgments regarding individual investments, general economic conditions and trends, and long-range investment policies; determine or recommend the securities, instruments, repurchase agreements, options, and other investments (including the Investment Funds), and techniques that a the Fund will purchase, sell, enter into, use, or provide in an ongoing evaluation of a the Fund's ’s portfolio; continuously manage and supervise the investment program of a the Fund and the composition of its investment portfolio in a manner consistent with the investment objective, policies, and restrictions of a the Fund, as set forth in its Registration Statement and as may be adopted from time to time by the Board, and applicable laws and regulations; determine or recommend the extent to which a the Fund's ’s portfolio shall be invested in securities, Investment Funds, and other assets, and what portion, if any, should be held uninvested; and undertake to do anything incidental to the foregoing to facilitate the performance of its obligations hereunder;
(iii) to furnish to or place at the disposal of each the Fund information, evaluations, analyses, and opinions formulated or obtained by the Adviser in the discharge of its duties as the Board Fund may, from time to time, reasonably request, and maintain or cause to be maintained for each the Fund all books, records, reports, and any other information required under the 1940 Act, to the extent that such books, records, and reports, and other information are not maintained or furnished by the custodian, transfer agent, administrator, sub-administrator, or other agent of a the Fund;
(iv) to furnish to or place at the disposal of each the Fund, such office space, telephone, utilities, and facilities as a the Fund may require for its reasonable needs and to furnish at the expense of the Adviser, or an Adviser Affiliate, clerical services related to research, statistical, and investment work;
(v) to render or make available to each the Fund management and administrative assistance in connection with the operation of a the Fund that shall include (i) compliance with all reasonable requests of the Board Fund for information, including information required in connection with a the Fund's ’s filings with the SEC, other federal and state regulatory organizations, and self-regulatory organizations, and (ii) such other services as the Adviser shall from time to time determine to be necessary or useful to the administration of a the Fund; and
(vi) to pay the reasonable salaries, fees, and expenses of each Funds’ the Fund’s officers and employees and officers (including each the Fund's ’s share of any payroll taxes) and any fees and expenses of each Funds’ trustees the Fund’s directors ("Trustees"“Directors”) who are partners, directors, trusteesofficers, or employees of or otherwise affiliated with the Adviser; provided, however, that each Fundsthe Fund, and not the Adviser, shall bear travel expenses (or an appropriate portion thereof) of Trustees or Directors and officers of the Fund officers who are partners, directors, trusteesofficers, or employees of the Adviser to the extent that such expenses relate to attendance at meetings of the Fund’s Board or any committees thereof or Advisers advisers thereto; further provided, however, that each Fund may . The Adviser shall also bear all or a portion expenses arising out of the its duties hereunder, including travel and other expenses related to each the selection and monitoring of Investment Funds’ chief compliance officer, as may be approved by the Board from time to time. The Adviser shall not be responsible for any expenses of each Funds the Fund other than those specifically allocated to the Adviser in this Agreement. Certain of the foregoing expenses may be borne by the General Partner in its role as general partner to the Fund. Further, to the extent that the foregoing provides that the Fund bears a portion of the costs and expenses and such costs and expenses benefit the Endowment Master Fund, L.P. (“Master Fund”) or any other investor therein, such costs and expenses shall be prorated among the Fund and such other investors in the Master Fund in a manner in which the General Partner deems appropriate in its reasonable business judgment (generally ratably, based on the amount that the Fund and each other investor has invested in the Master Fund.
(b) In particular, but without limiting the generality of the foregoing, the Adviser shall not be responsible, except to the extent of the reasonable compensation of the Trust's Fund’s employees who are partners, directors, trusteesofficers, or employees of the Adviser whose services may be involved, for the following expenses of each the Fund: all fees and expenses directly related to portfolio transactions and positions for each the Fund's ’s account such as direct and indirect expenses associated with each the Fund's ’s investments, including its investments in Investment Funds, and enforcing the Trust's Fund’s rights in respect of such investments; brokerage commissions; interest and fees on any borrowings by each the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses and costs relating to the pricing and return data of Fund assets and related indicesexpenses; fees and expenses of outside legal counsel (including fees and expenses associated with the review of documentation for prospective investments by each the Fund), including foreign legal counsel; accounting, auditing, insurance auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Fund shares of beneficial interestlimited partnership interests; taxes and governmental fees (including tax preparation fees); fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of a the Fund; all costs and charges for equipment or services used in communicating information regarding each the Fund's ’s transactions among the Adviser and any custodian or other agent engaged by a the Fund; bank services fees; expenses of preparing, printing, and distributing copies of offering memoranda and any other sales material (and any supplements or amendments thereto), reports, notices, other communications to holders of shares of beneficial interest limited partnership interests in a the Fund (each a “ShareholderPartner”), and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of ShareholdersPartners’ meetings; expenses of corporate data processing and related services; Shareholder Partner recordkeeping and Shareholder Partner account services, fees, and disbursements; expenses relating to investor and public relations; and extraordinary expenses such as litigation expenses.
Appears in 3 contracts
Samples: Investment Management Agreement (Endowment Institutional TEI Fund, L.P.), Investment Management Agreement (Endowment Institutional TEI Fund W, L.P.), Investment Management Agreement (Endowment Institutional Fund, L.P.)
Responsibilities of the Adviser. (a) The Adviser, or an affiliate of the Adviser ("Adviser Affiliate"), to the extent permitted by applicable laws, rules and regulatory interpretations, hereby undertakes and agrees, upon the terms and conditions herein set forth, subject to the supervision of the each Fund's Board, either directly or indirectly through one or more SubAdvisers Subadvisers (as that term is defined in paragraph 4 below):
(i) to make investment decisions and provide a program of continuous investment management for each Fund; prepare, obtain, evaluate, and make available to each Fund research and statistical data in connection therewith; obtain and evaluate such information and advice relating to the economy, securities markets, and securities as it deems necessary or useful to discharge its duties hereunder; engage in or supervise the selection, acquisition, retention, and sale of investments, securities, and/or cash; engage in or supervise the selection, acquisition, retention, and sale of registered and unregistered investment funds and/or other investment vehicles (the "Investment Funds"); select brokers or dealers to execute transactions; and all of the aforementioned shall be done in material accordance with each such Fund's investment objective, policies, and limitations as stated in each the Fund's registration statement filed with the SEC on Form N-1A N-2 under the 1940 Act (the "Registration Statement"), as amended from time to time, and in accordance with guidelines and directions from the Fund's Board and any applicable laws and regulations;
(ii) subject to the direction and control of the each Board, to assist each Fund as it may reasonably request in the conduct of such the Fund's business, including oral and written research, analysis, advice, statistical, and economic data, judgments regarding individual investments, general economic conditions and trends, and long-range investment policies; determine or recommend the securities, instruments, repurchase agreements, options, and other investments (including the Investment Funds), and techniques that a the Fund will purchase, sell, enter into, use, or provide in an ongoing evaluation of a the Fund's portfolio; continuously manage and supervise the investment program of a the Fund and the composition of its investment portfolio in a manner consistent with the investment objective, policies, and restrictions of a the Fund, as set forth in its Registration Statement and as may be adopted from time to time by the Board, and applicable laws and regulations; determine or recommend the extent to which a the Fund's portfolio shall be invested in securities, Investment Funds, and other assets, and what portion, if any, should be held uninvested; and undertake to do anything incidental to the foregoing to facilitate the performance of its obligations hereunder;
(iii) to furnish to or place at the disposal of each Fund information, evaluations, analyses, and opinions formulated or obtained by the Adviser in the discharge of its duties as the Board Fund may, from time to time, reasonably request, and maintain or cause to be maintained for each the Fund all books, records, reports, and any other information required under the 1940 Act, to the extent that such books, records, and reports, and other information are not maintained or furnished by the custodian, transfer agent, administrator, sub-administrator, or other agent of a the Fund;
(iv) to furnish to or place at the disposal of each Fund, such office space, telephone, utilities, and facilities as a the Fund may require for its reasonable needs and to furnish at the expense of the Adviser, or an Adviser Affiliate, clerical services related to research, statistical, and investment work;
(v) to render or make available to each Fund management and administrative assistance in connection with the operation of a the Fund that shall include (i) compliance with all reasonable requests of the Board Fund for information, including information required in connection with a the Fund's filings with the SEC, other federal and state regulatory organizations, and self-regulatory organizations, and (ii) such other services as the Adviser shall from time to time determine to be necessary or useful to the administration of a the Fund; and
(vi) to pay the reasonable salaries, fees, and expenses of each Funds’ Fund's officers and employees and officers (including each the Fund's share of any payroll taxes) and any fees and expenses of each Funds’ trustees the Fund's directors ("TrusteesDirectors") who are partners, directors, trusteesofficers, or employees of or otherwise affiliated with the Adviser; provided, however, that each Fundsthe Fund, and not the Adviser, shall bear travel expenses (or an appropriate portion thereof) of Trustees or Directors and officers of the Fund officers who are partners, directors, trusteesofficers, or employees of the Adviser to the extent that such expenses relate to attendance at meetings of the Fund's Board or any committees thereof or Advisers advisers thereto; further provided, however, that each Fund may . The Adviser shall also bear all or a portion expenses arising out of the its duties hereunder, including travel and other expenses related to each the selection and monitoring of Investment Funds’ chief compliance officer, as may be approved by the Board from time to time. The Adviser shall not be responsible for any expenses of each Funds a Fund other than those specifically allocated to the Adviser in this Agreement. Certain of the foregoing expenses may be borne by the General Partner in its role as general partner to the relevant Fund. Further, to the extent that the foregoing provides that the Feeder Fund bears a portion of the costs and expenses and such costs and expenses benefit the Master Fund or any other investor therein, such costs and expenses shall be prorated among the Feeder Fund and such other investors in the Master Fund in a manner in which the General Partner deems appropriate in its reasonable business judgment (generally ratably, based on the amount that the Feeder Fund and each other investor has invested in the Master Fund.
(b) In particular, but without limiting the generality of the foregoing, the Adviser shall not be responsible, except to the extent of the reasonable compensation of the Trusteach Fund's employees who are partners, directors, trusteesofficers, or employees of the Adviser whose services may be involved, for the following expenses of each a Fund: all fees and expenses directly related to portfolio transactions and positions for each the Fund's account such as direct and indirect expenses associated with each the Fund's investments, including its investments in Investment Funds, and enforcing the TrustFund's rights in respect of such investments; brokerage commissions; interest and fees on any borrowings by each the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses and costs relating to the pricing and return data of Fund assets and related indicesexpenses; fees and expenses of outside legal counsel (including fees and expenses associated with the review of documentation for prospective investments by each the Fund), including foreign legal counsel; accounting, auditing, insurance auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Fund shares of beneficial interestlimited partnership interests; taxes and governmental fees (including tax preparation fees); fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of a the Fund; all costs and charges for equipment or services used in communicating information regarding each the Fund's transactions among the Adviser and any custodian or other agent engaged by a the Fund; bank services fees; expenses of preparing, printing, and distributing copies of offering memoranda and any other sales material (and any supplements or amendments thereto), reports, notices, other communications to holders of shares of beneficial interest limited partnership interests in a the Fund (each a “Shareholder”"Partner), and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of Shareholders’ Partners' meetings; expenses of corporate data processing and related services; Shareholder Partner recordkeeping and Shareholder Partner account services, fees, and disbursements; expenses relating to investor and public relations; and extraordinary expenses such as litigation expenses.
Appears in 2 contracts
Samples: Investment Management Agreement (Endowment Registered Fund L P), Investment Management Agreement (Endowment Master Fund L P)
Responsibilities of the Adviser. (a) The Adviser, or an affiliate of the Adviser ("Adviser Affiliate"), to the extent permitted by applicable laws, rules and regulatory interpretations, hereby undertakes and agrees, upon the terms and conditions herein set forth, subject to the supervision of the BoardFund's Board of Directors, either directly or indirectly through one or more SubAdvisers Sub advisers (as that term is defined in paragraph 4 below):
(i) to make investment decisions and provide a program of continuous investment management for each the Fund; prepare, obtain, evaluate, and make available to each the Fund research and statistical data in connection therewith; obtain and evaluate such information and advice relating to the economy, securities markets, and securities as it deems necessary or useful to discharge its duties hereunder; engage in or supervise the selection, acquisition, retention, and sale of investments, securities, and/or cash; engage in or supervise the selection, acquisition, retention, and sale of registered and unregistered investment funds funds, and/or other investment vehicles (the "Investment Hedge Funds"); select brokers or dealers to execute transactions; and all of the aforementioned shall be done in material accordance with each the Fund's investment objective, policies, and limitations as stated in each the Fund's prospectus and statement of additional information (the "SAI") included as part of the Fund's registration statement filed with the SEC on Form N-1A N-2 under the Securities Act of 1933, as amended, and the 1940 Act (the "Registration Statement"), as amended from time to time, and in accordance with guidelines and directions from the Fund's Board of Directors and any applicable laws and regulations;
(ii) subject to the direction and control of the BoardFund's Board of Directors, to assist each the Fund as it may reasonably request in the conduct of such the Fund's business, including oral and written research, analysis, advice, statistical, and economic data, judgments regarding individual investments, general economic conditions and trends, and long-range investment policies; determine or recommend the securities, instruments, repurchase agreements, options, and other investments (including the Investment Hedge Funds), and techniques that a the Fund will purchase, sell, enter into, use, or provide in an ongoing evaluation of a the Fund's portfolio; continuously manage and supervise the investment program of a the Fund and the composition of its investment portfolio in a manner consistent with the investment objective, policies, and restrictions of a the Fund, as set forth in its Registration Statement and as may be adopted from time to time by the Board, and applicable laws and regulations; determine or recommend the extent to which a the Fund's portfolio shall be invested in securities, Investment Hedge Funds, and other assets, and what portion, portion if any, should be held uninvested; and undertake to do anything incidental to the foregoing to facilitate the performance of its obligations hereunder;
(iii) to furnish to or place at the disposal of each the Fund information, evaluations, analyses, and opinions formulated or obtained by the Adviser in the discharge of its duties as the Board Fund may, from time to time, time reasonably request, and maintain or cause to be maintained for each the Fund all books, records, reports, and any other information required under the 1940 Act, to the extent that such books, records, and reports, and other information are not maintained or furnished by the custodian, transfer agent, administrator, sub-administrator, or other agent of a the Fund;
(iv) to furnish to or place at the disposal Adviser's expense for the use of each Fund, the Fund such office space, telephone, utilities, and facilities as a the Fund may require for its reasonable needs and to furnish at the expense of the Adviser, or an Adviser Affiliate, clerical services related to research, statistical, and investment work's expense;
(v) to render or make available to each the Fund management and administrative assistance in connection with the operation of a the Fund that shall include (i) compliance with all reasonable requests of the Board Fund for information, including information required in connection with a the Fund's filings with the SEC, other federal and state regulatory organizations, and self-regulatory organizations, and (ii) such other services as the Adviser shall from time to time determine to be *necessary or useful to the administration of a the Fund; and
(vi) to pay the reasonable salaries, fees, and expenses of each Funds’ the Fund's officers and employees and officers (including each the Fund's share of any payroll taxes) and any fees and expenses of each Funds’ trustees ("Trustees") the Fund's Directors who are partners, directors, trusteesofficers, or employees of or otherwise affiliated with the Adviser; provided, however, that each Fundsthe Fund, and not the Adviser, shall bear travel expenses (or an appropriate portion thereof) of Trustees or Directors and officers of the Fund officers who are partners, directors, trusteesofficers, or employees of the Adviser to the extent that such expenses relate to attendance at meetings of the Fund's Board of Directors or any committees thereof or Advisers advisers thereto; further provided, however, that each Fund may bear all or a portion of the expenses related to each Funds’ chief compliance officer, as may be approved by the Board from time to time. The Adviser shall bear all expenses arising out of its duties hereunder but shall not be responsible for any expenses of each Funds the Fund other than those specifically allocated to the Adviser in this Agreement.
(b) In particular, but without limiting the generality of the foregoing, the Adviser shall not be responsible, except to the extent of the reasonable compensation of the TrustFund's employees who are partners, directors, trusteesofficers, or employees of the Adviser whose services may be involved, for the following expenses of each the Fund: organizational and offering expenses of the Fund; fees payable to any consultants, including an advisory board (if applicable); fees paid directly or indirectly to investment advisers of the Hedge Funds; brokerage commissions or all fees other costs and expenses directly related to portfolio transactions transactions, acquiring or disposing of any portfolio security, and positions for each the Fund's account such as direct and or indirect expenses associated with each the Fund's investments, including its investments in Investment the Hedge Funds; legal expenses; auditing and accounting expenses; telephone, telex, facsimile, postage, and enforcing other communications expenses; interest, insurance premiums, taxes, and governmental fees; dues and expenses incurred by the Trust's rights in Fund or with respect of such investments; brokerage commissions; interest and fees on any borrowings by each Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses and costs relating to the pricing and return data of Fund assets and related indicesin connection with membership in investment company trade organizations; fees and expenses of outside legal counsel the Fund's administrator, sub-administrator, custodian, transfer agent and registrar, distribution disbursing agent, or any other agent of the Fund; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers, and other specialists (including fees and expenses associated with the review of documentation for prospective investments by each Fund), including foreign legal counsel; accounting, auditing, insurance and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Fund shares of beneficial interest; taxes and governmental fees (including tax preparation feesif any); fees and expenses related to the repurchase of any custodianunits of members; other expenses in connection with the issuance, subcustodianoffering, transfer agentdistribution, sale, or underwriting of units issued by the Fund, including preparing stock certificates; expenses of registering or qualifying units of the Fund for sale; expenses relating to investor and public relations; freight, insurance, and registrar, and other charges in connection with any other agent shipment of a Fund; all costs and charges for equipment or services used in communicating information regarding each the Fund's transactions among the Adviser and any custodian or other agent engaged by a Fund; bank services feesportfolio securities; expenses of preparing, printing, and distributing copies of offering memoranda and any other sales material (and any supplements or amendments thereto)prospectuses, SAIs, reports, noticesnotices to members, other communications to holders of shares of beneficial interest in a Fund (each a “Shareholder”)the SEC, and other regulatory agencies, and providing distributions to members; costs of stationery; costs of members' and other meetings, including proxy materials; expenses of preparingpreparation, printing, and filing reports and other documents with government agenciesmailing; expenses of Shareholders’ meetings; expenses of corporate data processing and related services; Shareholder recordkeeping and Shareholder account services, fees, and disbursements; expenses relating to investor and public relations; and extraordinary expenses such as or litigation expenses.
Appears in 2 contracts
Samples: Investment Management Agreement (Generation Hedge Strategies Fund LLC), Investment Management Agreement (Generation Hedge Strategies Fund LLC)
Responsibilities of the Adviser. (a) The Adviser, or an affiliate of the Adviser ("Adviser Affiliate")hereby undertakes and agrees, to the extent permitted by applicable laws, rules and regulatory interpretations, hereby undertakes and agrees, upon the terms and conditions herein set forth, subject to the supervision of the BoardFund’s Board and subject to the Fund’s investment objective, either directly or indirectly through one or more SubAdvisers policies and limitations as a “liquidating vehicle,” as set forth in the Fund’s registration statement filed with the SEC on Form N-2 (the “Registration Statement”), and the Agreement of Limited Partnership of the Fund (as that term is defined in paragraph 4 belowthe same may be amended from time to time, the “Partnership Agreement”):
(i) to make investment disposition decisions and provide a program for the liquidation of continuous investment management for each the Fund; prepare, obtain, evaluate, and make available to each the Fund research and statistical data in connection therewith; obtain and evaluate such information and advice relating to the economy, securities markets, and securities as it deems necessary or useful to discharge its duties hereunderliquidate the Fund as promptly as reasonably practicable; engage in or supervise the selection, acquisition, retention, and sale of investments, securities, and/or cashcash as well as the making of short-term, cash equivalent investments of funds held pending distribution to investors, the payment of Fund expenses or for regulatory purposes; engage in or supervise the selection, acquisition, retention, and sale of registered and interests in unregistered investment funds and/or other investment vehicles held by the Fund (the "“Investment Funds"”); select brokers or dealers to execute transactions; and all of the aforementioned shall be done in material accordance with each the Fund's ’s investment objective, policies, policies and limitations as stated a “liquidating vehicle” as set forth in each Fund's registration statement filed with the SEC on Form N-1A under the 1940 Act (the "Registration Statement"), as amended from time to timethe Partnership Agreement, and in accordance with guidelines and directions from the Fund’s Board (which directions and guidelines shall be consistent with the Partnership Agreement) and any applicable laws and regulations;
(ii) subject to the direction and control of the Board, to assist each the Fund as it may reasonably request in the conduct of such the Fund's business, ’s business as a “liquidating vehicle,” including oral and written research, analysis, advice, statistical, and economic data, judgments regarding the sale of individual investments, general economic conditions and trends, and long-range investment policies; determine or recommend the securities, instruments, repurchase agreements, options, and other investments (including the Investment Funds), and techniques ) that a the Fund will purchase, sell, enter into, use, or provide in an ongoing evaluation sell and the time of a Fund's portfoliosuch sales; continuously manage and supervise the investment program liquidation of a the Fund and the composition of its investment portfolio in a manner consistent with the investment objective, policies, and restrictions limitations of the Fund as a Fund“liquidating vehicle, “ as set forth in its the Registration Statement Statement, the Partnership Agreement and as may be adopted from time to time by the Board, and applicable laws and regulations; determine or recommend the extent to which a Fund's portfolio shall be invested in securities, Investment Funds, and other assets, and what portion, if any, should be held uninvested; and undertake to do anything incidental to the foregoing to facilitate the liquidation of the Fund and performance of its the Adviser’s obligations hereunder;
(iii) to furnish to or place at the disposal of each the Fund information, evaluations, analyses, and opinions formulated or obtained by the Adviser in the discharge of its duties as the Board Fund may, from time to time, reasonably request, and maintain or cause to be maintained for each the Fund all books, records, reports, and any other information required under the 1940 Act, to the extent that such books, records, and reports, and other information are not maintained or furnished by the custodian, transfer agent, administrator, sub-administrator, or other agent of a the Fund;
(iv) to furnish to or place at the disposal of each the Fund, at the expense of the Adviser, such office space, telephone, utilities, and facilities as a the Fund may require for its reasonable needs and to furnish at the expense of the Adviser, or an Adviser Affiliate, clerical services related to research, statistical, and investment work;
(v) to render or make available to each the Fund management and administrative assistance in connection with the operation of a the Fund that shall include (ia) compliance with all reasonable requests of the Board Fund for information, including information required in connection with a the Fund's ’s filings with the SEC, other federal and state regulatory organizations, and self-regulatory organizations, and (iib) such other services as the Adviser shall from time to time determine to be necessary or useful to the administration of a the Fund; and
(vi) to pay the reasonable salaries, fees, and expenses of each Funds’ the Fund’s officers and employees and officers (including each the Fund's ’s share of any payroll taxes) and any fees and expenses of each Funds’ trustees the Fund’s directors ("Trustees"“Directors”) who are partners, directors, trusteesofficers, or employees of or otherwise affiliated with the Adviser; provided, however, that each Fundsthe Fund, and not the Adviser, shall bear travel expenses (or an appropriate portion thereof) of Trustees or Directors and officers of the Fund officers who are partners, directors, trusteesofficers, or employees of the Adviser to the extent that such expenses relate to attendance at meetings of the Fund’s Board or any committees thereof or Advisers advisers thereto; further provided, however, that each Fund may . The Adviser shall also bear all or a portion expenses arising out of the its duties hereunder, including travel and other expenses related to each the monitoring and sale of Investment Funds’ chief compliance officer, as may be approved by the Board from time to time. The Adviser shall not be responsible for any expenses of each Funds the Fund other than those specifically allocated to the Adviser in this Agreement. To the extent that the foregoing provides that the Fund bears a portion of the costs and expenses and such costs and expenses benefit The Endowment PMF Master Fund L.P. (“Master Fund”) or any other investor therein, such costs and expenses shall be prorated among the Fund and such other investors in the Master Fund in a manner in which the General Partner deems appropriate in its reasonable business judgment (generally ratably, based on the amount that the Fund and each other investor has invested in the Master Fund).
(b) Notwithstanding the foregoing, in no event shall the Adviser be obligated to seek a sale of (i) any Investment Fund interest in a Hedge Fund (as defined in the Master Fund’s limited partnership agreement) prior to the five-year anniversary of the date of the contribution of assets in kind from The Endowment Master Fund, L.P. to the Master Fund as contemplated by the Agreement and Plan of Partnership Division (the “Partnership Division”) or (ii) any Investment Fund interest in a private equity fund prior to the ten-year anniversary of the date of the Partnership Division. Following the five-year anniversary of the Partnership Division, the Adviser shall use reasonable best efforts to promptly sell any remaining Hedge Funds (including engaging an agent to assist with such sale, and the expense of such agent shall be borne by the Fund). Following the ten-year anniversary of the Partnership Division, the Adviser shall use reasonable best efforts to promptly sell any remaining Investment Fund assets (including engaging an agent to assist with such sale, and the expense of such agent shall be borne by the Fund).
(c) In particular, but without limiting the generality of the foregoing, the Adviser shall not be responsible, except to the extent of the reasonable compensation of the Trust's Fund’s employees who are partners, directors, trusteesofficers, or employees of the Adviser whose services may be involvedAdviser, for the following expenses of each the Fund: all fees and expenses directly related to portfolio transactions and positions for each the Fund's ’s account such as direct and indirect expenses associated with each the Fund's ’s investments, including holding to liquidation or liquidating its investments in Investment Funds, and enforcing the Trust's Fund’s rights in respect of such investments; brokerage commissions; interest and fees on any borrowings by each the Fund; professional fees (including, including without limitation, limitation expenses of investment bankers, consultants, experts and specialists); research expenses and costs relating to the pricing and return data of Fund assets and related indices; fees and expenses of outside legal counsel (including fees and expenses associated with the review of documentation for prospective investments by each Fund)counsel, including foreign legal counsel; accounting, auditing, insurance auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Fund shares of beneficial interest; taxes and governmental fees (including tax preparation fees); fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of a the Fund; all costs and charges for equipment or services used in communicating information regarding each the Fund's ’s transactions among the Adviser and any custodian or other agent engaged by a the Fund; bank services fees; expenses of preparing, printing, and distributing copies of offering memoranda and any other sales material (and any supplements or amendments thereto), reports, notices, other communications to holders of shares of beneficial interest in a Fund (each a “Shareholder”)Partners, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of ShareholdersPartners’ meetings; expenses of corporate data processing and related services; Shareholder Partner recordkeeping and Shareholder Partner account services, fees, and disbursements; expenses relating to investor and public relations; and extraordinary expenses such as litigation expenses.
Appears in 2 contracts
Samples: Investment Management Agreement (PMF Fund, L.P.), Investment Management Agreement (PMF TEI Fund, L.P.)
Responsibilities of the Adviser. (a) The Adviser, or an affiliate of the Adviser ("“Adviser Affiliate"”), to the extent permitted by applicable laws, rules and regulatory interpretations, hereby undertakes and agrees, upon the terms and conditions herein set forth, subject to the supervision of the Board, either directly or indirectly through one or more SubAdvisers (as that term is defined in paragraph 4 below)::
(i) to make investment decisions and provide a program of continuous investment management for each the Fund; prepare, obtain, evaluate, and make available to each the Fund research and statistical data in connection therewith; obtain and evaluate such information and advice relating to the economy, securities markets, and securities as it deems necessary or useful to discharge its duties hereunder; engage in or supervise the selection, acquisition, retention, and sale of investments, securities, and/or cash; engage in or supervise the selection, acquisition, retention, and sale of registered and unregistered investment funds and/or other investment vehicles (the "Investment Funds"); select brokers or dealers to execute transactions; and all of the aforementioned shall be done in material accordance with each the Fund's ’s investment objective, policies, and limitations as stated in each the Fund's ’s registration statement filed with the SEC on Form N-1A N-2 under the 1940 Act (the "“Registration Statement"”), as amended from time to time, and in accordance with guidelines and directions from the Board and any applicable laws and regulations;
(ii) subject to the direction and control of the Board, to assist each the Fund as it may reasonably request in the conduct of such the Fund's ’s business, including oral and written research, analysis, advice, statistical, and economic data, judgments regarding individual investments, general economic conditions and trends, and long-range investment policies; determine or recommend the securities, instruments, repurchase agreements, options, and other investments (including the Investment Funds), and techniques that a the Fund will purchase, sell, enter into, use, or provide in an ongoing evaluation of a the Fund's ’s portfolio; continuously manage and supervise the investment program of a the Fund and the composition of its investment portfolio in a manner consistent with the investment objective, policies, and restrictions of a the Fund, as set forth in its Registration Statement and as may be adopted from time to time by the Board, and applicable laws and regulations; determine or recommend the extent to which a the Fund's ’s portfolio shall be invested in securities, Investment Funds, securities and other assets, and what portion, if any, should be held uninvested; and undertake to do anything incidental to the foregoing to facilitate the performance of its obligations hereunder;
(iii) to furnish to or place at the disposal of each the Fund information, evaluations, analyses, and opinions formulated or obtained by the Adviser in the discharge of its duties as the Board Fund may, from time to time, reasonably request, and maintain or cause to be maintained for each the Fund all books, records, reports, and any other information required under the 1940 Act, to the extent that such books, records, and reports, and other information are not maintained or furnished by the custodian, transfer agent, administrator, sub-administrator, or other agent of a the Fund;
(iv) to furnish to or place at the disposal of each the Fund, such office space, telephone, utilities, and facilities as a the Fund may require for its reasonable needs and to furnish at the expense of the Adviser, or an Adviser Affiliate, clerical services related to research, statistical, and investment work;
(v) to render or make available to each the Fund management and administrative assistance in connection with the operation of a the Fund that shall include (i) compliance with all reasonable requests of the Board Fund for information, including information required in connection with a the Fund's ’s filings with the SEC, other federal and state regulatory organizations, and self-regulatory organizations, and (ii) such other services as the Adviser shall from time to time determine to be necessary or useful to the administration of a the Fund; and
(vi) to pay the reasonable salaries, fees, and expenses of each Funds’ employees and the Fund’s officers (including each the Fund's ’s share of any payroll taxes) and any fees and expenses of each Funds’ the Fund’s trustees ("“Trustees"”) who are partnersmembers, directors, trusteesofficers, or employees of or otherwise affiliated with the Adviser; provided, however, that each Fundsthe Fund may bear all or a portion of the expenses related to the chief compliance officer, as may be approved by the Board from time to time; provided also, that the Fund, and not the Adviser, shall bear travel expenses (or an appropriate portion thereof) of Trustees or and officers of the Fund officers who are partnersmembers, directors, trusteesofficers, or employees of the Adviser to the extent that such expenses relate to attendance at meetings of the Fund’s Board or any committees thereof or Advisers advisers thereto; further provided, however, that each Fund may bear all or a portion of the expenses related to each Funds’ chief compliance officer, as may be approved by the Board from time to time. The Adviser shall not be responsible for any expenses of each Funds the Fund other than those specifically allocated to the Adviser in this Agreement.
(b) In particular, but without limiting the generality of the foregoing, the Adviser shall not be responsible, except to the extent of the reasonable compensation of the Trust's Fund’s employees who are partnersmembers, directors, trusteesofficers, or employees of the Adviser whose services may be involved, for the following expenses of each the Fund: expenses of maintaining the Fund and continuing its existence; registration of the Fund under the Investment Company Act of 1940; all fees and expenses directly related to portfolio transactions and positions for each the Fund's ’s account such as direct and indirect expenses associated with each the Fund's investments, including its ’s investments in Investment Funds, and enforcing the Trust's Fund’s rights in respect of such investments; brokerage commissions; interest and fees on any borrowings by each the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses and costs relating to the pricing and return data of Fund assets and related indices(including any database subscription services); fees and expenses of outside legal counsel (including fees and expenses incurred in preparation of a registration statement, as well as fees and expenses associated with the review of documentation for prospective investments by each the Fund), including foreign legal counsel; accounting, auditing, insurance auditing and tax preparation expenses; fees and expenses in connection with listing shares of the Fund with a stock exchange, and expenses of issues, sales, repurchase offers offers, and any repurchases or redemptions of Fund shares of beneficial interest; taxes and governmental fees (including tax preparation fees); fees and expenses of any custodian, subcustodian, transfer agent, administrator, and registrar, and any other agent of a the Fund; all costs and charges for equipment or services used in communicating information regarding each the Fund's ’s transactions among the Adviser and any custodian or other agent engaged by a the Fund; bank services fees; expenses of preparing, printing, and distributing copies of offering memoranda and any other sales material (and any supplements or amendments thereto), reports, notices, other communications to holders of shares of beneficial interest in a the Fund (each a “Shareholder”), and proxy materials; expenses of registering and qualifying the Fund and its shares under federal and state securities laws and preparing, printing, and filing reports registration statements, amendments and other documents with government agencies; expenses of Shareholders’ meetings; expenses of corporate data processing and related services; expenses for Shareholder recordkeeping and Shareholder account services, fees, disbursements and disbursementsredemptions; expenses relating to investor and public relations; and extraordinary expenses such as litigation expenses.
Appears in 1 contract
Samples: Investment Management Agreement (Salient Midstream & MLP Fund)
Responsibilities of the Adviser. (a) The Adviser, or an affiliate of the Adviser ("Adviser Affiliate"), to the extent permitted by applicable laws, rules and regulatory interpretations, hereby undertakes and agrees, upon the terms and conditions herein set forth, subject to the supervision of the BoardFund's Board of Directors, either directly or indirectly through one or more SubAdvisers Sub advisers (as that term is defined in paragraph 4 below):
(i) to make investment decisions and provide a program of continuous investment management for each the Fund; prepare, obtain, evaluate, and make available to each the Fund research and statistical data in connection therewith; obtain and evaluate such information and advice relating to the economy, securities markets, and securities as it deems necessary or useful to discharge its duties hereunder; engage in or supervise the selection, acquisition, retention, and sale of investments, securities, and/or cash; engage in or supervise the selection, acquisition, retention, and sale of registered and unregistered investment funds funds, and/or other investment vehicles (the "Investment Funds"); select brokers or dealers to execute transactions; and all of the aforementioned shall be done in material accordance with each the Fund's investment objective, policies, and limitations as stated in each the Fund's prospectus and statement of additional information (the "SAI") included as part of the Fund's registration statement filed with the SEC on Form N-1A N-2 under the Securities Act of 1933, as amended, and the 1940 Act (the "Registration Statement"), as amended from time to time, and in accordance with guidelines and directions from the Fund's Board of Directors and any applicable laws and regulations;
(ii) subject to the direction and control of the BoardFund's Board of Directors, to assist each the Fund as it may reasonably request in the conduct of such the Fund's business, including oral and written research, analysis, advice, statistical, and economic data, judgments regarding individual investments, general economic conditions and trends, and long-range investment policies; determine or recommend the securities, instruments, repurchase agreements, options, and other investments (including the Investment Funds), and techniques that a the Fund will purchase, sell, enter into, use, or provide in an ongoing evaluation of a the Fund's portfolio; continuously manage and supervise the investment program of a the Fund and the composition of its investment portfolio in a manner consistent with the investment objective, policies, and restrictions of a the Fund, as set forth in its Registration Statement and as may be adopted from time to time by the Board, and applicable laws and regulations; determine or recommend the extent to which a the Fund's portfolio shall be invested in securities, Investment Funds, and other assets, and what portion, portion if any, should be held uninvested; and undertake to do anything incidental to the foregoing to facilitate the performance of its obligations hereunder;
(iii) to furnish to or place at the disposal of each the Fund information, evaluations, analyses, and opinions formulated or obtained by the Adviser in the discharge of its duties as the Board Fund may, from time to time, time reasonably request, and maintain or cause to be maintained for each the Fund all books, records, reports, and any other information required under the 1940 Act, to the extent that such books, records, and reports, and other information are not maintained or furnished by the custodian, transfer agent, administrator, sub-administrator, or other agent of a the Fund;
(iv) to furnish to or place at the disposal Adviser's expense for the use of each Fund, the Fund such office space, telephone, utilities, and facilities as a the Fund may require for its reasonable needs and to furnish at the Adviser's expense of the Adviser, or an Adviser Affiliate, [clerical services related to research, statistical, and investment workwork - Scott: are you going to provide this?];
(v) to render or make available to each the Fund management and administrative assistance in connection with the operation of a the Fund that shall include (i) compliance with all reasonable requests of the Board Fund for information, including information required in connection with a the Fund's filings with the SEC, other federal and state regulatory organizations, and self-regulatory organizations, and (ii) such other services as the Adviser shall from time to time determine to be *necessary or useful to the administration of a the Fund; and
(vi) to pay the reasonable salaries, fees, and expenses of each Funds’ the Fund's officers and employees and officers (including each the Fund's share of any payroll taxes) and any fees and expenses of each Funds’ trustees ("Trustees") the Fund's Directors who are partners, directors, trusteesofficers, or employees of or otherwise affiliated with the Adviser; provided, however, that each Fundsthe Fund, and not the Adviser, shall bear travel expenses (or an appropriate portion thereof) of Trustees or Directors and officers of the Fund officers who are partners, directors, trusteesofficers, or employees of the Adviser to the extent that such expenses relate to attendance at meetings of the Fund's Board of Directors or any committees thereof or Advisers advisers thereto; further provided, however, that each Fund may bear all or a portion of the expenses related to each Funds’ chief compliance officer, as may be approved by the Board from time to time. The Adviser shall bear all expenses arising out of its duties hereunder but shall not be responsible for any expenses of each Funds the Fund other than those specifically allocated to the Adviser in this Agreement.
(b) In particular, but without limiting the generality of the foregoing, the Adviser shall not be responsible, except to the extent of the reasonable compensation of the TrustFund's employees who are partners, directors, trusteesofficers, or employees of the Adviser whose services may be involved, for the following expenses of each the Fund: organizational and offering expenses of the Fund; fees payable to any consultants, including an advisory board (if applicable); fees paid directly or indirectly to investment advisers of the Investment Funds; brokerage commissions or all fees other costs and expenses directly related to portfolio transactions transactions, acquiring or disposing of any portfolio security, and positions for each the Fund's account such as direct and or indirect expenses associated with each the Fund's investments, including its investments in the Investment Funds; legal expenses; auditing and accounting expenses; telephone, telex, facsimile, postage, and enforcing other communications expenses; interest, insurance premiums, taxes, and governmental fees; dues and expenses incurred by the Trust's rights in Fund or with respect of such investments; brokerage commissions; interest and fees on any borrowings by each Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses and costs relating to the pricing and return data of Fund assets and related indicesin connection with membership in investment company trade organizations; fees and expenses of outside legal counsel the Fund's administrator, sub-administrator, custodian, transfer agent and registrar, distribution disbursing agent, or any other agent of the Fund; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers, and other specialists (including fees and expenses associated with the review of documentation for prospective investments by each Fund), including foreign legal counsel; accounting, auditing, insurance and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Fund shares of beneficial interest; taxes and governmental fees (including tax preparation feesif any); fees and expenses related to the repurchase of any custodianunits of members; other expenses in connection with the issuance, subcustodianoffering, transfer agentdistribution, sale, or underwriting of units issued by the Fund, including preparing stock certificates; expenses of registering or qualifying units of the Fund for sale; expenses relating to investor and public relations; freight, insurance, and registrar, and other charges in connection with any other agent shipment of a Fund; all costs and charges for equipment or services used in communicating information regarding each the Fund's transactions among the Adviser and any custodian or other agent engaged by a Fund; bank services feesportfolio securities; expenses of preparing, printing, and distributing copies of offering memoranda and any other sales material (and any supplements or amendments thereto)prospectuses, SAIs, reports, noticesnotices to members, other communications to holders of shares of beneficial interest in a Fund (each a “Shareholder”)the SEC, and other regulatory agencies, and providing distributions to members; costs of stationery; costs of members' and other meetings, including proxy materials; expenses of preparingpreparation, printing, and filing reports and other documents with government agenciesmailing; expenses of Shareholders’ meetings; expenses of corporate data processing and related services; Shareholder recordkeeping and Shareholder account services, fees, and disbursements; expenses relating to investor and public relations; and extraordinary expenses such as or litigation expenses.
Appears in 1 contract
Samples: Investment Management Agreement (Generation Hedge Strategies Fund LLC)
Responsibilities of the Adviser. (a) The Adviser, or an affiliate of the Adviser ("Adviser Affiliate"), to the extent permitted by applicable laws, rules and regulatory interpretations, hereby undertakes and agrees, upon the terms and conditions herein set forth, subject to the supervision of the Board, either directly or indirectly through one or more SubAdvisers (as that term is defined in paragraph 4 below):
(i) to make investment decisions and provide a program of continuous investment management for each Fund; prepare, obtain, evaluate, and make available to each Fund research and statistical data in connection therewith; obtain and evaluate such information and advice relating to the economy, securities markets, and securities as it deems necessary or useful to discharge its duties hereunder; engage in or supervise the selection, acquisition, retention, and sale of investments, securities, and/or cash; engage in or supervise the selection, acquisition, retention, and sale of registered and unregistered investment funds and/or other investment vehicles (the "Investment Funds"); select brokers or dealers to execute transactions; and all of the aforementioned shall be done in material accordance with each Fund's investment objective, policies, and limitations as stated in each Fund's registration statement filed with the SEC on Form N-1A under the 1940 Act (the "Registration Statement"), as amended from time to time, and in accordance with guidelines and directions from the Board and any applicable laws and regulations;
(ii) subject to the direction and control of the Board, to assist each Fund as it may reasonably request in the conduct of such Fund's business, including oral and written research, analysis, advice, statistical, and economic data, judgments regarding individual investments, general economic conditions and trends, and long-range investment policies; determine or recommend the securities, instruments, repurchase agreements, options, and other investments (including the Investment Funds), and techniques that a Fund will purchase, sell, enter into, use, or provide in an ongoing evaluation of a Fund's portfolio; continuously manage and supervise the investment program of a Fund and the composition of its investment portfolio in a manner consistent with the investment objective, policies, and restrictions of a Fund, as set forth in its Registration Statement and as may be adopted from time to time by the Board, and applicable laws and regulations; determine or recommend the extent to which a Fund's portfolio shall be invested in securities, Investment Funds, and other assets, and what portion, if any, should be held uninvested; and undertake to do anything incidental to the foregoing to facilitate the performance of its obligations hereunder;
(iii) to furnish to or place at the disposal of each Fund information, evaluations, analyses, and opinions formulated or obtained by the Adviser in the discharge of its duties as the Board may, from time to time, reasonably request, and maintain or cause to be maintained for each Fund all books, records, reports, and any other information required under the 1940 Act, to the extent that such books, records, and reports, and other information are not maintained or furnished by the custodian, transfer agent, administrator, sub-administrator, or other agent of a Fund;
(iv) to furnish to or place at the disposal of each Fund, such office space, telephone, utilities, and facilities as a Fund may require for its reasonable needs and to furnish at the expense of the Adviser, or an Adviser Affiliate, clerical services related to research, statistical, and investment work;
(v) to render or make available to each Fund management and administrative assistance in connection with the operation of a Fund that shall include (i) compliance with all reasonable requests of the Board for information, including information required in connection with a Fund's filings with the SEC, other federal and state regulatory organizations, and self-regulatory organizations, and (ii) such other services as the Adviser shall from time to time determine to be necessary or useful to the administration of a Fund; and
(vi) to pay the reasonable salaries, fees, and expenses of each Funds’ employees and officers (including each Fund's share of any payroll taxes) and any fees and expenses of each Funds’ trustees ("Trustees") who are partners, directors, trustees, or employees of or otherwise affiliated with the Adviser; provided, however, that each Funds, and not the Adviser, shall bear travel expenses (or an appropriate portion thereof) of Trustees or Fund officers who are partners, directors, trustees, or employees of the Adviser to the extent that such expenses relate to attendance at meetings of the Board or any committees thereof or Advisers thereto; further provided, however, that each Fund may bear all or a portion of the expenses related to each Funds’ chief compliance officer, as may be approved by the Board from time to time. The Adviser shall not be responsible for any expenses of each Funds other than those specifically allocated to the Adviser in this Agreement.
(b) In particular, but without limiting the generality of the foregoing, the Adviser shall not be responsible, except to the extent of the reasonable compensation of the Trust's employees who are partners, directors, trustees, or employees of the Adviser whose services may be involved, for the following expenses of each Fund: all fees and expenses directly related to portfolio transactions and positions for each Fund's account such as direct and indirect expenses associated with each Fund's investments, including its investments in Investment Funds, and enforcing the Trust's rights in respect of such investments; brokerage commissions; interest and fees on any borrowings by each Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses and costs relating to the pricing and return data of Fund assets and related indices; fees and expenses of outside legal counsel (including fees and expenses associated with the review of documentation for prospective investments by each Fund), including foreign legal counsel; accounting, auditing, insurance and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Fund shares of beneficial interest; taxes and governmental fees (including tax preparation fees); fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of a Fund; all costs and charges for equipment or services used in communicating information regarding each Fund's transactions among the Adviser and any custodian or other agent engaged by a Fund; bank services fees; expenses of preparing, printing, and - distributing copies of offering memoranda and any other sales material (and any supplements or amendments thereto), reports, notices, other communications to holders of shares of beneficial interest in a Fund (each a “Shareholder”), and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of Shareholders’ meetings; expenses of corporate data processing and related services; Shareholder recordkeeping and Shareholder account services, fees, and disbursements; expenses relating to investor and public relations; and extraordinary expenses such as litigation expenses.
Appears in 1 contract
Samples: Investment Management Agreement (Stone Ridge Trust)
Responsibilities of the Adviser. (a) The Adviser, or an affiliate of the Adviser ("Adviser Affiliate")hereby undertakes and agrees, to the extent permitted by applicable laws, rules and regulatory interpretations, hereby undertakes and agrees, upon the terms and conditions herein set forth, subject to the supervision of the BoardFund’s Board and subject to the Fund’s investment objective, either directly or indirectly through one or more SubAdvisers policies and limitations as a “liquidating vehicle,” as set forth in the Fund’s registration statement filed with the SEC on Form N-2 (as that term is defined in paragraph 4 below):the “Registration Statement”), and the Amended and Restated Agreement of Limited Partnership of the Fund (the “Partnership Agreement”), dated February 18, 2014:
(i) to make investment disposition decisions and provide a program for the liquidation of continuous investment management for each the Fund; prepare, obtain, evaluate, and make available to each the Fund research and statistical data in connection therewith; obtain and evaluate such information and advice relating to the economy, securities markets, and securities as it deems necessary or useful to discharge its duties hereunderliquidate the Fund as promptly as reasonably practicable; engage in or supervise the selection, acquisition, retention, and sale of investments, securities, and/or cashcash as well as the making of short-term, cash equivalent investments of funds held pending distribution to investors, the payment of Fund expenses or for regulatory purposes; engage in or supervise the selection, acquisition, retention, and sale of registered and interests in unregistered investment funds and/or other investment vehicles held by the Fund (the "“Investment Funds"”); select brokers or dealers to execute transactions; and all of the aforementioned shall be done in material accordance with each the Fund's ’s investment objective, policies, policies and limitations as stated a “liquidating vehicle” as set forth in each Fund's registration statement filed with the SEC on Form N-1A under the 1940 Act (the "Registration Statement"), as amended from time to timethe Partnership Agreement, and in accordance with guidelines and directions from the Fund’s Board (which directions and guidelines shall be consistent with the Partnership Agreement) and any applicable laws and regulations;
(ii) subject to the direction and control of the Board, to assist each the Fund as it may reasonably request in the conduct of such the Fund's business, ’s business as a “liquidating vehicle,” including oral and written research, analysis, advice, statistical, and economic data, judgments regarding the sale of individual investments, general economic conditions and trends, and long-range investment policies; determine or recommend the securities, instruments, repurchase agreements, options, and other investments (including the Investment Funds), and techniques ) that a the Fund will purchase, sell, enter into, use, or provide in an ongoing evaluation sell and the time of a Fund's portfoliosuch sales; continuously manage and supervise the investment program liquidation of a the Fund and the composition of its investment portfolio in a manner consistent with the investment objective, policies, and restrictions limitations of the Fund as a Fund“liquidating vehicle, “ as set forth in its the Registration Statement Statement, the Partnership Agreement and as may be adopted from time to time by the Board, and applicable laws and regulations; determine or recommend the extent to which a Fund's portfolio shall be invested in securities, Investment Funds, and other assets, and what portion, if any, should be held uninvested; and undertake to do anything incidental to the foregoing to facilitate the liquidation of the Fund and performance of its the Adviser’s obligations hereunder;
(iii) to furnish to or place at the disposal of each the Fund information, evaluations, analyses, and opinions formulated or obtained by the Adviser in the discharge of its duties as the Board Fund may, from time to time, reasonably request, and maintain or cause to be maintained for each the Fund all books, records, reports, and any other information required under the 1940 Act, to the extent that such books, records, and reports, and other information are not maintained or furnished by the custodian, transfer agent, administrator, sub-administrator, or other agent of a the Fund;
(iv) to furnish to or place at the disposal of each the Fund, at the expense of the Adviser, such office space, telephone, utilities, and facilities as a the Fund may require for its reasonable needs and to furnish at the expense of the Adviser, or an Adviser Affiliate, clerical services related to research, statistical, and investment work;
(v) to render or make available to each the Fund management and administrative assistance in connection with the operation of a the Fund that shall include (ia) compliance with all reasonable requests of the Board Fund for information, including information required in connection with a the Fund's ’s filings with the SEC, other federal and state regulatory organizations, and self-regulatory organizations, and (iib) such other services as the Adviser shall from time to time determine to be necessary or useful to the administration of a the Fund; and
(vi) to pay the reasonable salaries, fees, and expenses of each Funds’ the Fund’s officers and employees and officers (including each the Fund's ’s share of any payroll taxes) and any fees and expenses of each Funds’ trustees the Fund’s directors ("Trustees"“Directors”) who are partners, directors, trusteesofficers, or employees of or otherwise affiliated with the Adviser; provided, however, that each Fundsthe Fund, and not the Adviser, shall bear travel expenses (or an appropriate portion thereof) of Trustees or Directors and officers of the Fund officers who are partners, directors, trusteesofficers, or employees of the Adviser to the extent that such expenses relate to attendance at meetings of the Fund’s Board or any committees thereof or Advisers advisers thereto; further provided, however, that each Fund may . The Adviser shall also bear all or a portion expenses arising out of the its duties hereunder, including travel and other expenses related to each the monitoring and sale of Investment Funds’ chief compliance officer, as may be approved by the Board from time to time. The Adviser shall not be responsible for any expenses of each Funds the Fund other than those specifically allocated to the Adviser in this Agreement.
(b) Notwithstanding the foregoing, in no event shall the Adviser be obligated to seek a sale of (i) any Investment Fund interest in a Hedge Fund (as defined in the Partnership Agreement) prior to the five-year anniversary of the date of the contribution of assets in kind from The Endowment Master Fund, L.P. to the Fund as contemplated by the Agreement and Plan of Partnership Division (the “Partnership Division”) or (ii) any Investment Fund interest in a private equity fund prior to the ten-year anniversary of the date of the Partnership Division. Following the five-year anniversary of the Partnership Division, the Adviser shall use reasonable best efforts to promptly sell any remaining Hedge Funds (including engaging an agent to assist with such sale, and the expense of such agent shall be borne by the Fund). Following the ten-year anniversary of the Partnership Division, the Adviser shall use reasonable best efforts to promptly sell any remaining Investment Fund assets (including engaging an agent to assist with such sale, and the expense of such agent shall be borne by the Fund).
(c) In particular, but without limiting the generality of the foregoing, the Adviser shall not be responsible, except to the extent of the reasonable compensation of the Trust's Fund’s employees who are partners, directors, trusteesofficers, or employees of the Adviser whose services may be involvedAdviser, for the following expenses of each the Fund: all fees and expenses directly related to portfolio transactions and positions for each the Fund's ’s account such as direct and indirect expenses associated with each the Fund's ’s investments, including holding to liquidation or liquidating its investments in Investment Funds, and enforcing the Trust's Fund’s rights in respect of such investments; brokerage commissions; interest and fees on any borrowings by each the Fund; professional fees (including, including without limitation, limitation expenses of investment bankers, consultants, experts and specialists); research expenses and costs relating to the pricing and return data of Fund assets and related indices; fees and expenses of outside legal counsel (including fees and expenses associated with the review of documentation for prospective investments by each Fund)counsel, including foreign legal counsel; accounting, auditing, insurance auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Fund shares of beneficial interest; taxes and governmental fees (including tax preparation fees); fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of a the Fund; all costs and charges for equipment or services used in communicating information regarding each the Fund's ’s transactions among the Adviser and any custodian or other agent engaged by a the Fund; bank services fees; expenses of preparing, printing, and distributing copies of offering memoranda and any other sales material (and any supplements or amendments thereto), reports, notices, other communications to holders of shares of beneficial interest in a Fund (each a “Shareholder”)Partners, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of ShareholdersPartners’ meetings; expenses of corporate data processing and related services; Shareholder Partner recordkeeping and Shareholder Partner account services, fees, and disbursements; expenses relating to investor and public relations; and extraordinary expenses such as litigation expenses.
Appears in 1 contract
Samples: Investment Management Agreement (Endowment PMF Master Fund, L.P.)
Responsibilities of the Adviser. (a) The Adviser, or an affiliate of the Adviser ("“Adviser Affiliate"”), to the extent permitted by applicable laws, rules and regulatory interpretations, hereby undertakes and agrees, upon the terms and conditions herein set forth, subject to the supervision of the each Fund’s Board, either directly or indirectly through one or more SubAdvisers Subadvisers (as that term is defined in paragraph 4 below):
(i) to make investment decisions and provide a program of continuous investment management for each Fund; prepare, obtain, evaluate, and make available to each Fund research and statistical data in connection therewith; obtain and evaluate such information and advice relating to the economy, securities markets, and securities as it deems necessary or useful to discharge its duties hereunder; engage in or supervise the selection, acquisition, retention, and sale of investments, securities, and/or cash; engage in or supervise the selection, acquisition, retention, and sale of registered and unregistered investment funds and/or other investment vehicles (the "“Investment Funds"”); select brokers or dealers to execute transactions; and all of the aforementioned shall be done in material accordance with each such Fund's ’s investment objective, policies, and limitations as stated in each the Fund's ’s registration statement filed with the SEC on Form N-1A N-2 under the 1940 Act (the "“Registration Statement"”), as amended from time to time, and in accordance with guidelines and directions from the Fund’s Board and any applicable laws and regulations;
(ii) subject to the direction and control of the each Board, to assist each Fund as it may reasonably request in the conduct of such the Fund's ’s business, including oral and written research, analysis, advice, statistical, and economic data, judgments regarding individual investments, general economic conditions and trends, and long-range investment policies; determine or recommend the securities, instruments, repurchase agreements, options, and other investments (including the Investment Funds), and techniques that a the Fund will purchase, sell, enter into, use, or provide in an ongoing evaluation of a the Fund's ’s portfolio; continuously manage and supervise the investment program of a the Fund and the composition of its investment portfolio in a manner consistent with the investment objective, policies, and restrictions of a the Fund, as set forth in its Registration Statement and as may be adopted from time to time by the Board, and applicable laws and regulations; determine or recommend the extent to which a the Fund's ’s portfolio shall be invested in securities, Investment Funds, and other assets, and what portion, if any, should be held uninvested; and undertake to do anything incidental to the foregoing to facilitate the performance of its obligations hereunder;
(iii) to furnish to or place at the disposal of each Fund information, evaluations, analyses, and opinions formulated or obtained by the Adviser in the discharge of its duties as the Board Fund may, from time to time, reasonably request, and maintain or cause to be maintained for each the Fund all books, records, reports, and any other information required under the 1940 Act, to the extent that such books, records, and reports, and other information are not maintained or furnished by the custodian, transfer agent, administrator, sub-administrator, or other agent of a the Fund;
(iv) to furnish to or place at the disposal of each Fund, such office space, telephone, utilities, and facilities as a the Fund may require for its reasonable needs and to furnish at the expense of the Adviser, or an Adviser Affiliate, clerical services related to research, statistical, and investment work;
(v) to render or make available to each Fund management and administrative assistance in connection with the operation of a the Fund that shall include (i) compliance with all reasonable requests of the Board Fund for information, including information required in connection with a the Fund's ’s filings with the SEC, other federal and state regulatory organizations, and self-regulatory organizations, and (ii) such other services as the Adviser shall from time to time determine to be necessary or useful to the administration of a the Fund; and
(vi) to pay the reasonable salaries, fees, and expenses of each Funds’ Fund’s officers and employees and officers (including each the Fund's ’s share of any payroll taxes) and any fees and expenses of each Funds’ trustees the Fund’s directors ("Trustees"“Directors”) who are partners, directors, trusteesofficers, or employees of or otherwise affiliated with the Adviser; provided, however, that each Fundsthe Fund, and not the Adviser, shall bear travel expenses (or an appropriate portion thereof) of Trustees or Directors and officers of the Fund officers who are partners, directors, trusteesofficers, or employees of the Adviser to the extent that such expenses relate to attendance at meetings of the Fund’s Board or any committees thereof or Advisers advisers thereto; further provided, however, that each Fund may . The Adviser shall also bear all or a portion expenses arising out of the its duties hereunder, including travel and other expenses related to each the selection and monitoring of Investment Funds’ chief compliance officer, as may be approved by the Board from time to time. The Adviser shall not be responsible for any expenses of each Funds a Fund other than those specifically allocated to the Adviser in this Agreement. Certain of the foregoing expenses may be borne by the General Partner in its role as general partner to the relevant Fund. Further, to the extent that the foregoing provides that the Feeder Fund bears a portion of the costs and expenses and such costs and expenses benefit the Master Fund or any other investor therein, such costs and expenses shall be prorated among the Feeder Fund and such other investors in the Master Fund in a manner in which the General Partner deems appropriate in its reasonable business judgment (generally ratably, based on the amount that the Feeder Fund and each other investor has invested in the Master Fund.
(b) In particular, but without limiting the generality of the foregoing, the Adviser shall not be responsible, except to the extent of the reasonable compensation of the Trust's each Fund’s employees who are partners, directors, trusteesofficers, or employees of the Adviser whose services may be involved, for the following expenses of each a Fund: all fees and expenses directly related to portfolio transactions and positions for each the Fund's ’s account such as direct and indirect expenses associated with each the Fund's ’s investments, including its investments in Investment Funds, and enforcing the Trust's Fund’s rights in respect of such investments; brokerage commissions; interest and fees on any borrowings by each the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses and costs relating to the pricing and return data of Fund assets and related indicesexpenses; fees and expenses of outside legal counsel (including fees and expenses associated with the review of documentation for prospective investments by each the Fund), including foreign legal counsel; accounting, auditing, insurance auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Fund shares of beneficial interestlimited partnership interests; taxes and governmental fees (including tax preparation fees); fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of a the Fund; all costs and charges for equipment or services used in communicating information regarding each the Fund's ’s transactions among the Adviser and any custodian or other agent engaged by a the Fund; bank services fees; expenses of preparing, printing, and distributing copies of offering memoranda and any other sales material (and any supplements or amendments thereto), reports, notices, other communications to holders of shares of beneficial interest limited partnership interests in a the Fund (each a “ShareholderPartner”), and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of ShareholdersPartners’ meetings; expenses of corporate data processing and related services; Shareholder Partner recordkeeping and Shareholder Partner account services, fees, and disbursements; expenses relating to investor and public relations; and extraordinary expenses such as litigation expenses.
Appears in 1 contract
Samples: Investment Management Agreement (Endowment TEI Fund, L.P.)
Responsibilities of the Adviser. (a) The Adviser, or an affiliate of the Adviser ("Adviser Affiliate")hereby undertakes and agrees, to the extent permitted by applicable laws, rules and regulatory interpretations, hereby undertakes and agrees, upon the terms and conditions herein set forth, subject to the supervision of the BoardFund’s Board and subject to the Fund’s investment objective, either directly or indirectly through one or more SubAdvisers policies and limitations as a “liquidating vehicle,” as set forth in the Fund’s registration statement filed with the SEC on Form N-2 (the “Registration Statement”), and the Agreement of Limited Partnership of the Fund (as that term is defined in paragraph 4 belowthe same may be amended from time to time, the “Partnership Agreement”):
(iia) to make investment disposition decisions and provide a program for the liquidation of continuous investment management for each the Fund; prepare, obtain, evaluate, and make available to each the Fund research and statistical data in connection therewith; obtain and evaluate such information and advice relating to the economy, securities markets, and securities as it deems necessary or useful to discharge its duties hereunderliquidate the Fund as promptly as reasonably practicable; engage in or supervise the selection, acquisition, retention, and sale of investments, securities, and/or cashcash as well as the making of short-term, cash equivalent investments of funds held pending distribution to investors, the payment of Fund expenses or for regulatory purposes; engage in or supervise the selection, acquisition, retention, and sale of registered and interests in unregistered investment funds and/or other investment vehicles held by the Fund (the "“Investment Funds"”); select brokers or dealers to execute transactions; and all of the aforementioned shall be done in material accordance with each the Fund's ’s investment objective, policies, policies and limitations as stated a “liquidating vehicle” as set forth in each Fund's registration statement filed with the SEC on Form N-1A under the 1940 Act (the "Registration Statement"), as amended from time to timethe Partnership Agreement, and in accordance with guidelines and directions from the Fund’s Board and any applicable laws and regulations;
(iiiib) subject to the direction and control of the Board, to assist each the Fund as it may reasonably request in the conduct of such the Fund's business, ’s business as a “liquidating vehicle,” including oral and written research, analysis, advice, statistical, and economic data, judgments regarding the sale of individual investments, general economic conditions and trends, and long-range investment policies; determine or recommend the securities, instruments, repurchase agreements, options, and other investments (including the Investment Funds), and techniques ) that a the Fund will purchase, sell, enter into, use, or provide in an ongoing evaluation sell and the time of a Fund's portfoliosuch sales; continuously manage and supervise the investment program liquidation of a the Fund and the composition of its investment portfolio in a manner consistent with the investment objective, policies, and restrictions limitations of the Fund as a Fund“liquidating vehicle, ” as set forth in its the Registration Statement Statement, the Partnership Agreement and as may be adopted from time to time by the Board, and applicable laws and regulations; determine or recommend the extent to which a Fund's portfolio shall be invested in securities, Investment Funds, and other assets, and what portion, if any, should be held uninvested; and undertake to do anything incidental to the foregoing to facilitate the liquidation of the Fund and performance of its the Adviser’s obligations hereunder;
(iiiiiic) to furnish to or place at the disposal of each the Fund information, evaluations, analyses, and opinions formulated or obtained by the Adviser in the discharge of its duties as the Board Fund may, from time to time, reasonably request, and maintain or cause to be maintained for each the Fund all books, records, reports, and any other information required under the 1940 Act, to the extent that such books, records, and reports, and other information are not maintained or furnished by the custodian, transfer agent, administrator, sub-administrator, or other agent of a the Fund;
(ivivd) to furnish to or place at the disposal of each the Fund, such office space, telephone, utilities, and facilities as a the Fund may require for its reasonable needs and to furnish at the expense of the Adviser, or an Adviser Affiliate, clerical services related to research, statistical, and investment work;
(v) to render or make available to each Fund management and administrative assistance in connection with the operation of a Fund that shall include (i) compliance with all reasonable requests of the Board for information, including information required in connection with a Fund's filings with the SEC, other federal and state regulatory organizations, and self-regulatory organizations, and (ii) such other services as the Adviser shall from time to time determine to be necessary or useful to the administration of a Fund; and
(vi) to pay the reasonable salaries, fees, and expenses of each Funds’ employees and officers (including each Fund's share of any payroll taxes) and any fees and expenses of each Funds’ trustees ("Trustees") who are partners, directors, trustees, or employees of or otherwise affiliated with the Adviser; provided, however, that each Funds, and not the Adviser, shall bear travel expenses (or an appropriate portion thereof) of Trustees or Fund officers who are partners, directors, trustees, or employees of the Adviser to the extent that such expenses relate to attendance at meetings of the Board or any committees thereof or Advisers thereto; further provided, however, that each Fund may bear all or a portion of the expenses related to each Funds’ chief compliance officer, as may be approved by the Board from time to time. The Adviser shall not be responsible for any expenses of each Funds other than those specifically allocated to the Adviser in this Agreement.
(b) In particular, but without limiting the generality of the foregoing, the Adviser shall not be responsible, except to the extent of the reasonable compensation of the Trust's employees who are partners, directors, trustees, or employees of the Adviser whose services may be involved, for the following expenses of each Fund: all fees and expenses directly related to portfolio transactions and positions for each Fund's account such as direct and indirect expenses associated with each Fund's investments, including its investments in Investment Funds, and enforcing the Trust's rights in respect of such investments; brokerage commissions; interest and fees on any borrowings by each Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses and costs relating to the pricing and return data of Fund assets and related indices; fees and expenses of outside legal counsel (including fees and expenses associated with the review of documentation for prospective investments by each Fund), including foreign legal counsel; accounting, auditing, insurance and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Fund shares of beneficial interest; taxes and governmental fees (including tax preparation fees); fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of a Fund; all costs and charges for equipment or services used in communicating information regarding each Fund's transactions among the Adviser and any custodian or other agent engaged by a Fund; bank services fees; expenses of preparing, printing, and distributing copies of offering memoranda and any other sales material (and any supplements or amendments thereto), reports, notices, other communications to holders of shares of beneficial interest in a Fund (each a “Shareholder”), and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of Shareholders’ meetings; expenses of corporate data processing and related services; Shareholder recordkeeping and Shareholder account services, fees, and disbursements; expenses relating to investor and public relations; and extraordinary expenses such as litigation expenses.
Appears in 1 contract
Samples: Investment Management Agreement (PMF TEI Fund, L.P.)
Responsibilities of the Adviser. (a) The Adviser, or an affiliate of the Adviser ("Adviser Affiliate"), to the extent permitted by applicable laws, rules and regulatory interpretations, hereby undertakes and agrees, upon the terms and conditions herein set forth, subject to the supervision of the BoardMaster Fund's Board of Directors, either directly or indirectly through one or more SubAdvisers Subadvisers (as that term is defined in paragraph 4 below):
(i) to make investment decisions and provide a program of continuous investment management for each the Master Fund; prepare, obtain, evaluate, and make available to each the Master Fund research and statistical data in connection therewith; obtain and evaluate such information and advice relating to the economy, securities markets, and securities as it deems necessary or useful to discharge its duties hereunder; engage in or supervise the selection, acquisition, retention, and sale of investments, securities, and/or cash; engage in or supervise the selection, acquisition, retention, and sale of registered and unregistered investment funds funds, and/or other investment vehicles (the "Investment Funds"); select brokers or dealers to execute transactions; and all of the aforementioned shall be done in material accordance with each the Master Fund's investment objective, policies, and limitations as stated in each the Master Fund's offering document included as part of the Master Fund's registration statement filed with the SEC on Form N-1A N-2 under the 1940 Act (the "Registration Statement"), as amended from time to time, and in accordance with guidelines and directions from the Master Fund's Board of Directors and any applicable laws and regulations;
(ii) subject to the direction and control of the BoardMaster Fund's Board of Directors, to assist each the Master Fund as it may reasonably request in the conduct of such the Master Fund's business, including oral and written research, analysis, advice, statistical, and economic data, judgments regarding individual investments, general economic conditions and trends, and long-range investment policies; determine or recommend the securities, instruments, repurchase agreements, options, and other investments (including the Investment Funds), and techniques that a the Master Fund will purchase, sell, enter into, use, or provide in an ongoing evaluation of a the Master Fund's portfolio; continuously manage and supervise the investment program of a the Master Fund and the composition of its investment portfolio in a manner consistent with the investment objective, policies, and restrictions of a the Master Fund, as set forth in its Registration Statement and as may be adopted from time to time by the Board, and applicable laws and regulations; determine or recommend the extent to which a the Master Fund's portfolio shall be invested in securities, Investment Funds, and other assets, and what portion, portion if any, should be held uninvested; and undertake to do anything incidental to the foregoing to facilitate the performance of its obligations hereunder;
(iii) to furnish to or place at the disposal of each the Master Fund information, evaluations, analyses, and opinions formulated or obtained by the Adviser in the discharge of its duties as the Board Master Fund may, from time to time, time reasonably request, and maintain or cause to be maintained for each the Master Fund all books, records, reports, and any other information required under the 1940 Act, to the extent that such books, records, and reports, and other information are not maintained or furnished by the custodian, transfer agent, administrator, sub-administrator, or other agent of a the Master Fund;
(iv) to furnish to or place at the disposal Adviser's expense for the use of the Master Fund and each Fund, Fund such office space, telephone, utilities, and facilities as a the Master Fund and each Fund may require for its reasonable needs and to furnish at the Adviser's expense of the Adviser, or an Adviser Affiliate, clerical services related to research, statistical, and investment work;
(v) to render or make available to each the Master Fund management and administrative assistance in connection with the operation of a the Master Fund that shall include (i) compliance with all reasonable requests of the Board Master Fund for information, including information required in connection with a the Master Fund's filings with the SEC, other federal and state regulatory organizations, and self-regulatory organizations, and (ii) such other services as the Adviser shall from time to time determine to be necessary or useful to the administration of a the Master Fund; and
(vi) to pay the reasonable salaries, fees, and expenses of the Master Fund and each Funds’ Fund's officers and employees and officers (including the Master Fund and each Fund's share of any payroll taxes) and any fees and expenses of the Master Fund and each Funds’ trustees ("Trustees") Fund's Directors who are partners, directors, trusteesofficers, or employees of or otherwise affiliated with the Adviser; provided, however, that the Master Fund and each FundsFund, and not the Adviser, shall bear travel expenses (or an appropriate portion thereof) of Trustees or Directors and officers of the Master Fund officers and each Fund who are partners, directors, trusteesofficers, or employees of the Adviser to the extent that such expenses relate to attendance at meetings of the Master Fund and each Fund's Board of Directors or any committees thereof or Advisers advisers thereto; further provided, however, that each Fund may bear all or a portion of the expenses related to each Funds’ chief compliance officer, as may be approved by the Board from time to time. The Adviser shall bear all expenses arising out of its duties hereunder but shall not be responsible for any expenses of each Funds the Master Fund other than those specifically allocated to the Adviser in this Agreement.
(b) In particular, but without limiting the generality of the foregoing, the Adviser shall not be responsible, except to the extent of the reasonable compensation of the TrustMaster Fund's employees who are partners, directors, trusteesofficers, or employees of the Adviser whose services may be involved, for the following expenses of each the Master Fund: organizational and offering expenses of the Master Fund; fees payable to any consultants, including an advisory board (if applicable); fees paid directly or indirectly to investment advisers of the Investment Funds; brokerage commissions or all fees other costs and expenses directly related to portfolio transactions transactions, acquiring or disposing of any portfolio security, and positions for each the Master Fund's account such as direct and or indirect expenses associated with each the Master Fund's investments, including its investments in the Investment Funds; legal expenses; auditing and accounting expenses; telephone, telex, facsimile, postage, and enforcing other communications expenses; interest, insurance premiums, taxes, and governmental fees; dues and expenses incurred by the Trust's rights in Master Fund or with respect of such investments; brokerage commissions; interest and fees on any borrowings by each Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses and costs relating to the pricing and return data of Master Fund assets and related indicesin connection with membership in investment company trade organizations; fees and expenses of outside legal counsel the Master Fund's administrator, sub-administrator, custodian, transfer agent and registrar, placement agents, or any other agent of the Master Fund; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers, and other specialists (including fees and expenses associated with the review of documentation for prospective investments by each Fund), including foreign legal counsel; accounting, auditing, insurance and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Fund shares of beneficial interest; taxes and governmental fees (including tax preparation feesif any); fees and expenses related to the repurchase of any custodianinterests of members of the Master Fund; other expenses in connection with the issuance, subcustodianoffering, transfer agentdistribution, sale, or underwriting of interests issued by the Master Fund, including preparing stock certificates; expenses of registering or qualifying interests of the Master Fund for sale; expenses relating to investor and public relations; freight, insurance, and registrar, and other charges in connection with any other agent shipment of a Fund; all costs and charges for equipment or services used in communicating information regarding each the Master Fund's transactions among the Adviser and any custodian or other agent engaged by a Fund; bank services feesportfolio securities; expenses of preparing, printing, and distributing copies of offering memoranda and any other sales material (and any supplements or amendments thereto)marketing materials, reports, noticesnotices to members, other communications to holders of shares of beneficial interest in a Fund (each a “Shareholder”)the SEC, and other regulatory agencies, and providing distributions to members; costs of stationery; costs of members' and other meetings, including proxy materials; expenses of preparingpreparation, printing, and filing reports and other documents with government agenciesmailing; expenses of Shareholders’ meetings; expenses of corporate data processing and related services; Shareholder recordkeeping and Shareholder account services, fees, and disbursements; expenses relating to investor and public relations; and extraordinary expenses such as or litigation expenses.
Appears in 1 contract
Samples: Investment Management Agreement (Topiary Master Fund for Benefit Plan Investors (BPI) LLC)
Responsibilities of the Adviser. (a) The Adviser, or an affiliate of the Adviser ("Adviser Affiliate"), to the extent permitted by applicable laws, rules and regulatory interpretations, hereby undertakes and agrees, upon the terms and conditions herein set forth, subject to the supervision of the BoardFund's Board of Directors, either directly or indirectly through one or more SubAdvisers Subadvisers (as that term is defined in paragraph 4 below):
(i) to make investment decisions and provide a program of continuous investment management for each the Fund; prepare, obtain, evaluate, and make available to each the Fund research and statistical data in connection therewith; obtain and evaluate such information and advice relating to the economy, securities markets, and securities as it deems necessary or useful to discharge its duties hereunder; engage in or supervise the selection, acquisition, retention, and sale of investments, securities, and/or cash; engage in or supervise the selection, acquisition, retention, and sale of registered and unregistered investment funds and/or funds, other investment vehicles vehicles, and/or registered investment companies (the "Investment Funds"); select brokers or dealers to execute transactions; and all of the aforementioned shall be done in material accordance with each the Fund's investment objective, policies, and limitations as stated in each the Fund's prospectus and statement of additional information (the "SAI") included as part of the Fund's registration statement filed with the SEC on Form N-1A N-2 under the Securities Act of 1933, as amended, and the 1940 Act (the "Registration Statement"), as amended from time to time, and in accordance with guidelines and directions from the Fund's Board of Directors and any applicable laws and regulations;
(ii) subject to the direction and control of the BoardFund's Board of Directors, to assist each the Fund as it may reasonably request in the conduct of such the Fund's business, including oral and written research, analysis, advice, statistical, and economic data, judgments regarding individual investments, general economic conditions and trends, and long-range investment policies; determine or recommend the securities, instruments, repurchase agreements, options, and other investments (including the Investment Funds), and techniques that a the Fund will purchase, sell, enter into, use, or provide in on an ongoing evaluation of a the Fund's portfolio; continuously manage and supervise the investment program of a the Fund and the composition of its investment portfolio in a manner consistent with the investment objective, policies, and restrictions of a the Fund, as set forth in its Registration Statement and as may be adopted from time to time by the Board, and applicable laws and regulations; determine or recommend the extent to which a the Fund's portfolio shall be invested in securities, Investment Funds, and other assets, and what portion, portion if any, should be held uninvested; and undertake to do anything incidental to the foregoing to facilitate the performance of its obligations hereunder;
(iii) to furnish to or place at the disposal of each the Fund information, evaluations, analyses, and opinions formulated or obtained by the Adviser in the discharge of its duties as the Board Fund may, from time to time, time reasonably request, and maintain or cause to be maintained for each the Fund all books, records, reports, and any other information required under the 1940 Act, to the extent that such books, records, and reports, and other information are not maintained or furnished by the custodian, transfer agent, administrator, sub-administrator, or other agent of a the Fund;
(iv) to furnish to or place at the disposal Adviser's expense for the use of each Fund, the Fund such office space, telephone, utilities, and facilities as a the Fund may require for its reasonable needs and to furnish at the Adviser's expense of the Adviser, or an Adviser Affiliate, clerical services related to research, statistical, and investment work;
(v) to render or make available to each the Fund management and administrative assistance in connection with the operation of a the Fund that shall include (i) compliance with all reasonable requests of the Board Fund for information, including information required in connection with a the Fund's filings with the SEC, other federal and state regulatory organizations, and self-regulatory organizations, and (ii) such other services as the Adviser shall from time to time determine to be necessary or useful to the administration of a the Fund; and
(vi) to pay the reasonable salaries, fees, and expenses of each Funds’ the Fund's officers and employees and officers (including each the Fund's share of any payroll taxes) and any fees and expenses of each Funds’ trustees ("Trustees") the Fund's Directors who are partners, directors, trusteesofficers, or employees of or otherwise affiliated with the Adviser; provided, however, that each Fundsthe Fund, and not the Adviser, shall bear travel expenses (or an appropriate portion thereof) of Trustees or Directors and officers of the Fund officers who are partners, directors, trusteesofficers, or employees of the Adviser to the extent that such expenses relate to attendance at meetings of the Fund's Board of Directors or any committees thereof or Advisers advisers thereto; further provided, however, that each Fund may bear all or a portion of the expenses related to each Funds’ chief compliance officer, as may be approved by the Board from time to time. The Adviser shall bear all expenses arising out of its duties hereunder but shall not be responsible for any expenses of each Funds the Fund other than those specifically allocated to the Adviser in this Agreement.
(b) In particular, but without limiting the generality of the foregoing, the Adviser shall not be responsible, except to the extent of the reasonable compensation of the TrustFund's employees who are partners, directors, trusteesofficers, or employees of the Adviser whose services may be involved, for the following expenses of each the Fund: organizational and offering expenses of the Fund; fees payable to any consultants, including an advisory board (if applicable); fees paid directly or indirectly to investment advisers of the Investment Funds; brokerage commissions or all fees other costs and expenses directly related to portfolio transactions transactions, acquiring or disposing of any portfolio security, and positions for each the Fund's account such as direct and or indirect expenses associated with each the Fund's investments, including its investments in the Investment Funds; legal expenses; auditing and accounting expenses; telephone, telex, facsimile, postage, and enforcing other communications expenses; interest, insurance premiums, taxes, and governmental fees; dues and expenses incurred by the Trust's rights in Fund or with respect of such investments; brokerage commissions; interest and fees on any borrowings by each Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses and costs relating to the pricing and return data of Fund assets and related indicesin connection with membership in investment company trade organizations; fees and expenses of outside legal counsel the Fund's administrator, sub-administrator, custodian, transfer agent and registrar, distribution disbursing agent, or any other agent of the Fund; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers, and other specialists (including fees and expenses associated with the review of documentation for prospective investments by each Fund), including foreign legal counsel; accounting, auditing, insurance and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Fund shares of beneficial interest; taxes and governmental fees (including tax preparation feesif any); fees and expenses related to the redemption of any custodianunits of members; other expenses in connection with the issuance, subcustodianoffering, transfer agentdistribution, sale, or underwriting of units issued by the Fund, including preparing stock certificates; expenses of registering or qualifying units of the Fund for sale; expenses relating to investor and public relations; freight, insurance, and registrar, and other charges in connection with any other agent shipment of a Fund; all costs and charges for equipment or services used in communicating information regarding each the Fund's transactions among the Adviser and any custodian or other agent engaged by a Fund; bank services feesportfolio securities; expenses of preparing, printing, and distributing copies of offering memoranda and any other sales material (and any supplements or amendments thereto)prospectuses, SAIs, reports, noticesnotices to members, other communications to holders of shares of beneficial interest in a Fund (each a “Shareholder”)the SEC, and other regulatory agencies, and providing distributions to members; costs of stationery; costs of members' and other meetings, including proxy materials; expenses of preparingpreparation, printing, and filing reports and other documents with government agenciesmailing; expenses of Shareholders’ meetings; expenses of corporate data processing and related services; Shareholder recordkeeping and Shareholder account services, fees, and disbursements; expenses relating to investor and public relations; and extraordinary expenses such as or litigation expenses.
Appears in 1 contract
Samples: Investment Management Agreement (Db Hedge Strategies Fund LLC)
Responsibilities of the Adviser. (a) The Adviser, or an affiliate of the Adviser ("Adviser Affiliate"), to the extent permitted by applicable laws, rules and regulatory interpretations, hereby undertakes and agrees, upon the terms and conditions herein set forth, subject to the supervision of the BoardFund's Board of Managers, either directly or indirectly through one or more SubAdvisers Subadvisers (as that term is defined in paragraph 4 below):
(i) to make investment decisions and provide a program of continuous investment management for each the Fund; prepare, obtain, evaluate, and make available to each the Fund research and statistical data in connection therewith; obtain and evaluate such information and advice relating to the economy, securities markets, and securities as it deems necessary or useful to discharge its duties hereunder; engage in or supervise the selection, acquisition, retention, and sale of investments, securities, and/or cash; engage in or supervise the selection, acquisition, retention, and sale of registered and unregistered investment funds funds, and/or other investment vehicles (the "Investment Funds"); select brokers or dealers to execute transactions; and all of the aforementioned shall be done in material accordance with each the Fund's investment objective, policies, and limitations as stated in each the Fund's prospectus and statement of additional information (the "SAI") included as part of the Fund's registration statement filed with the SEC on Form N-1A N-2 under the Securities Act of 1933, as amended, and the 1940 Act (the "Registration Statement"), as amended from time to time, and in accordance with guidelines and directions from the Fund's Board of Managers and any applicable laws and regulations;
(ii) subject to the direction and control of the BoardFund's Board of Managers, to assist each the Fund as it may reasonably request in the conduct of such the Fund's business, including oral and written research, analysis, advice, statistical, and economic data, judgments regarding individual investments, general economic conditions and trends, and long-range investment policies; determine or recommend the securities, instruments, repurchase agreements, options, and other investments (including the Investment Funds), and techniques that a the Fund will purchase, sell, enter into, use, or provide in an ongoing evaluation of a the Fund's portfolio; continuously manage and supervise the investment program of a the Fund and the composition of its investment portfolio in a manner consistent with the investment objective, policies, and restrictions of a the Fund, as set forth in its Registration Statement and as may be adopted from time to time by the Board, and applicable laws and regulations; determine or recommend the extent to which a the Fund's portfolio shall be invested in securities, Investment Funds, and other assets, and what portion, portion if any, should be held uninvested; and undertake to do anything incidental to the foregoing to facilitate the performance of its obligations hereunder;
(iii) to furnish to or place at the disposal of each the Fund information, evaluations, analyses, and opinions formulated or obtained by the Adviser in the discharge of its duties as the Board Fund may, from time to time, time reasonably request, and maintain or cause to be maintained for each the Fund all books, records, reports, and any other information required under the 1940 Act, to the extent that such books, records, and reports, and other information are not maintained or furnished by the custodian, transfer agent, administrator, sub-administrator, or other agent of a the Fund;
(iv) to furnish to or place at the disposal Adviser's expense for the use of each Fund, the Fund such office space, telephone, utilities, and facilities as a the Fund may require for its reasonable needs and to furnish at the Adviser's expense of the Adviser, or an Adviser Affiliate, clerical services related to research, statistical, and investment work;
(v) to render or make available to each the Fund management and administrative assistance in connection with the operation of a the Fund that shall include (i) compliance with all reasonable requests of the Board Fund for information, including information required in connection with a the Fund's filings with the SEC, other federal and state regulatory organizations, and self-regulatory organizations, and (ii) such other services as the Adviser shall from time to time determine to be necessary or useful to the administration of a the Fund; and
(vi) to pay the reasonable salaries, fees, and expenses of each Funds’ the Fund's officers and employees and officers (including each the Fund's share of any payroll taxes) and any fees and expenses of each Funds’ trustees ("Trustees") the Fund's Managers who are partnersmanagers, directors, trusteesofficers, or employees of or otherwise affiliated with the Adviser; provided, however, that each Fundsthe Fund, and not the Adviser, shall bear travel expenses (or an appropriate portion thereof) of Trustees or Managers and officers of the Fund officers who are partnersmanagers, directors, trusteesofficers, or employees of the Adviser to the extent that such expenses relate to attendance at meetings of the Fund's Board of Managers or any committees thereof or Advisers advisers thereto; further provided, however, that each Fund may bear all or a portion of the expenses related to each Funds’ chief compliance officer, as may be approved by the Board from time to time. The Adviser shall bear all expenses arising out of its duties hereunder but shall not be responsible for any expenses of each Funds the Fund other than those specifically allocated to the Adviser in this Agreement.
(b) In particular, but without limiting the generality of the foregoing, the Adviser shall not be responsible, except to the extent of the reasonable compensation of the TrustFund's employees who are partnersmanagers, directors, trusteesofficers, or employees of the Adviser whose services may be involved, for the following expenses of each the Fund: organizational and offering expenses of the Fund; fees payable to any consultants, including an advisory board (if applicable); fees paid directly or indirectly to investment advisers of the Investment Funds; brokerage commissions or all fees other costs and expenses directly related to portfolio transactions transactions, acquiring or disposing of any portfolio security, and positions for each the Fund's account such as direct and or indirect expenses associated with each the Fund's investments, including its investments in the Investment Funds; legal expenses; auditing and accounting expenses; telephone, telex, facsimile, postage, and enforcing other communications expenses; interest, insurance premiums, taxes, and governmental fees; dues and expenses incurred by the Trust's rights in Fund or with respect of such investments; brokerage commissions; interest and fees on any borrowings by each Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses and costs relating to the pricing and return data of Fund assets and related indicesin connection with membership in investment company trade organizations; fees and expenses of outside legal counsel the Fund's administrator, sub-administrator, custodian, transfer agent and registrar, distribution disbursing agent, or any other agent of the Fund; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers, and other specialists (including fees and expenses associated with the review of documentation for prospective investments by each Fund), including foreign legal counsel; accounting, auditing, insurance and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Fund shares of beneficial interest; taxes and governmental fees (including tax preparation feesif any); fees and expenses related to the repurchase of any custodianunits of members; other expenses in connection with the issuance, subcustodianoffering, transfer agentdistribution, sale, or underwriting of units issued by the Fund, including preparing stock certificates; expenses of registering or qualifying units of the Fund for sale; expenses relating to investor and public relations; freight, insurance, and registrar, and other charges in connection with any other agent shipment of a Fund; all costs and charges for equipment or services used in communicating information regarding each the Fund's transactions among the Adviser and any custodian or other agent engaged by a Fund; bank services feesportfolio securities; expenses of preparing, printing, and distributing copies of offering memoranda and any other sales material (and any supplements or amendments thereto)prospectuses, SAIs, reports, noticesnotices to members, other communications to holders of shares of beneficial interest in a Fund (each a “Shareholder”)the SEC, and other regulatory agencies, and providing distributions to members; costs of stationery; costs of members' and other meetings, including proxy materials; expenses of preparingpreparation, printing, and filing reports and other documents with government agenciesmailing; expenses of Shareholders’ meetings; expenses of corporate data processing and related services; Shareholder recordkeeping and Shareholder account services, fees, and disbursements; expenses relating to investor and public relations; and extraordinary expenses such as or litigation expenses.
Appears in 1 contract
Samples: Investment Advisory Agreement (Mount Yale Opportunity Fund, LLC)
Responsibilities of the Adviser. (a) The Adviser, or an affiliate of the Adviser ("Adviser Affiliate")hereby undertakes and agrees, to the extent permitted by applicable laws, rules and regulatory interpretations, hereby undertakes and agrees, upon the terms and conditions herein set forth, subject to the supervision of the BoardFund’s Board and subject to the Fund’s investment objective, either directly or indirectly through one or more SubAdvisers policies and limitations as a “liquidating vehicle,” as set forth in the Fund’s registration statement filed with the SEC on Form N-2 (as that term is defined in paragraph 4 below):the “Registration Statement”), and the Amended and Restated Agreement of Limited Partnership of the Fund (the “Partnership Agreement”), dated February [ ], 2014:
(i) to make investment disposition decisions and provide a program for the liquidation of continuous investment management for each the Fund; prepare, obtain, evaluate, and make available to each the Fund research and statistical data in connection therewith; obtain and evaluate such information and advice relating to the economy, securities markets, and securities as it deems necessary or useful to discharge its duties hereunderliquidate the Fund as promptly as reasonably practicable; engage in or supervise the selection, acquisition, retention, and sale of investments, securities, and/or cashcash as well as the making of short-term, cash equivalent investments of funds held pending distribution to investors, the payment of Fund expenses or for regulatory purposes; engage in or supervise the selection, acquisition, retention, and sale of registered and interests in unregistered investment funds and/or other investment vehicles held by the Fund (the "“Investment Funds"”); select brokers or dealers to execute transactions; and all of the aforementioned shall be done in material accordance with each the Fund's ’s investment objective, policies, policies and limitations as stated a “liquidating vehicle” as set forth in each Fund's registration statement filed with the SEC on Form N-1A under the 1940 Act (the "Registration Statement"), as amended from time to timethe Partnership Agreement, and in accordance with guidelines and directions from the Fund’s Board (which directions and guidelines shall be consistent with the Partnership Agreement) and any applicable laws and regulations;
(ii) subject to the direction and control of the Board, to assist each the Fund as it may reasonably request in the conduct of such the Fund's business, ’s business as a “liquidating vehicle,” including oral and written research, analysis, advice, statistical, and economic data, judgments regarding the sale of individual investments, general economic conditions and trends, and long-range investment policies; determine or recommend the securities, instruments, repurchase agreements, options, and other investments (including the Investment Funds), and techniques ) that a the Fund will purchase, sell, enter into, use, or provide in an ongoing evaluation sell and the time of a Fund's portfoliosuch sales; continuously manage and supervise the investment program liquidation of a the Fund and the composition of its investment portfolio in a manner consistent with the investment objective, policies, and restrictions limitations of the Fund as a Fund, “liquidating vehicle,” as set forth in its the Registration Statement Statement, the Partnership Agreement and as may be adopted from time to time by the Board, and applicable laws and regulations; determine or recommend the extent to which a Fund's portfolio shall be invested in securities, Investment Funds, and other assets, and what portion, if any, should be held uninvested; and undertake to do anything incidental to the foregoing to facilitate the liquidation of the Fund and performance of its the Adviser’s obligations hereunder;
(iii) to furnish to or place at the disposal of each the Fund information, evaluations, analyses, and opinions formulated or obtained by the Adviser in the discharge of its duties as the Board Fund may, from time to time, reasonably request, and maintain or cause to be maintained for each the Fund all books, records, reports, and any other information required under the 1940 Act, to the extent that such books, records, and reports, and other information are not maintained or furnished by the custodian, transfer agent, administrator, sub-administrator, or other agent of a the Fund;
(iv) to furnish to or place at the disposal of each the Fund, at the expense of the Adviser, such office space, telephone, utilities, and facilities as a the Fund may require for its reasonable needs and to furnish at the expense of the Adviser, or an Adviser Affiliate, clerical services related to research, statistical, and investment work;
(v) to render or make available to each the Fund management and administrative assistance in connection with the operation of a the Fund that shall include (ia) compliance with all reasonable requests of the Board Fund for information, including information required in connection with a the Fund's ’s filings with the SEC, other federal and state regulatory organizations, and self-regulatory organizations, and (iib) such other services as the Adviser shall from time to time determine to be necessary or useful to the administration of a the Fund; and
(vi) to pay the reasonable salaries, fees, and expenses of each Funds’ the Fund’s officers and employees and officers (including each the Fund's ’s share of any payroll taxes) and any fees and expenses of each Funds’ trustees the Fund’s directors ("Trustees"“Directors”) who are partners, directors, trusteesofficers, or employees of or otherwise affiliated with the Adviser; provided, however, that each Fundsthe Fund, and not the Adviser, shall bear travel expenses (or an appropriate portion thereof) of Trustees or Directors and officers of the Fund officers who are partners, directors, trusteesofficers, or employees of the Adviser to the extent that such expenses relate to attendance at meetings of the Fund’s Board or any committees thereof or Advisers advisers thereto; further provided, however, that each Fund may . The Adviser shall also bear all or a portion expenses arising out of the its duties hereunder, including travel and other expenses related to each the monitoring and sale of Investment Funds’ chief compliance officer, as may be approved by the Board from time to time. The Adviser shall not be responsible for any expenses of each Funds the Fund other than those specifically allocated to the Adviser in this Agreement.
(b) Notwithstanding the foregoing, in no event shall the Adviser be obligated to seek a sale of (i) any Investment Fund interest in a Hedge Fund (as defined in the Partnership Agreement) prior to the five-year anniversary of the date of the contribution of assets in kind from The Endowment Master Fund, L.P. to the Fund as contemplated by the Agreement and Plan of Partnership Division (the “Partnership Division”) or (ii) any Investment Fund interest in a private equity fund prior to the ten-year anniversary of the date of the Partnership Division. Following the five-year anniversary of the Partnership Division, the Adviser shall use reasonable best efforts to promptly sell any remaining Hedge Funds (including engaging an agent to assist with such sale, and the expense of such agent shall be borne by the Fund). Following the ten-year anniversary of the Partnership Division, the Adviser shall use reasonable best efforts to promptly sell any remaining Investment Fund assets (including engaging an agent to assist with such sale, and the expense of such agent shall be borne by the Fund).
(c) In particular, but without limiting the generality of the foregoing, the Adviser shall not be responsible, except to the extent of the reasonable compensation of the Trust's Fund’s employees who are partners, directors, trusteesofficers, or employees of the Adviser whose services may be involvedAdviser, for the following expenses of each the Fund: all fees and expenses directly related to portfolio transactions and positions for each the Fund's ’s account such as direct and indirect expenses associated with each the Fund's ’s investments, including holding to liquidation or liquidating its investments in Investment Funds, and enforcing the Trust's Fund’s rights in respect of such investments; brokerage commissions; interest and fees on any borrowings by each the Fund; professional fees (including, including without limitation, limitation expenses of investment bankers, consultants, experts and specialists); research expenses and costs relating to the pricing and return data of Fund assets and related indices; fees and expenses of outside legal counsel (including fees and expenses associated with the review of documentation for prospective investments by each Fund)counsel, including foreign legal counsel; accounting, auditing, insurance auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Fund shares of beneficial interest; taxes and governmental fees (including tax preparation fees); fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of a the Fund; all costs and charges for equipment or services used in communicating information regarding each the Fund's ’s transactions among the Adviser and any custodian or other agent engaged by a the Fund; bank services fees; expenses of preparing, printing, and distributing copies of offering memoranda and any other sales material (and any supplements or amendments thereto), reports, notices, other communications to holders of shares of beneficial interest in a Fund (each a “Shareholder”)Partners, and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of ShareholdersPartners’ meetings; expenses of corporate data processing and related services; Shareholder Partner recordkeeping and Shareholder Partner account services, fees, and disbursements; expenses relating to investor and public relations; and extraordinary expenses such as litigation expenses.
Appears in 1 contract
Samples: Purchase and Sale Agreement (HarbourVest - Origami Structured Solutions L.P.)
Responsibilities of the Adviser. (a) The Adviser, or an affiliate of the Adviser ("“Adviser Affiliate"”), to the extent permitted by applicable laws, rules and regulatory interpretations, hereby undertakes and agrees, upon the terms and conditions herein set forth, subject to the supervision of the Board, either directly or indirectly through one or more SubAdvisers (as that term is defined in paragraph 4 below):
(i) to make investment decisions and provide a program of continuous investment management for each Fund; prepare, obtain, evaluate, and make available to each Fund research and statistical data in connection therewith; obtain and evaluate such information and advice relating to the economy, securities markets, and securities as it deems necessary or useful to discharge its duties hereunder; engage in or supervise the selection, acquisition, retention, and sale of investments, securities, and/or cash; engage in or supervise the selection, acquisition, retention, and sale of registered and unregistered investment funds and/or other investment vehicles (the "“Investment Funds"”); select brokers or dealers to execute transactions; and all of the aforementioned shall be done in material accordance with each Fund's ’s investment objective, policies, and limitations as stated in each Fund's ’s registration statement filed with the SEC on Form N-1A under the 1940 Act (the "“Registration Statement"”), as amended from time to time, and in accordance with guidelines and directions from the Board and any applicable laws and regulations;
(ii) subject to the direction and control of the Board, to assist each Fund as it may reasonably request in the conduct of such Fund's ’s business, including oral and written research, analysis, advice, statistical, and economic data, judgments regarding individual investments, general economic conditions and trends, and long-range investment policies; determine or recommend the securities, instruments, repurchase agreements, options, and other investments (including the Investment Funds), and techniques that a Fund will purchase, sell, enter into, use, or provide in an ongoing evaluation of a Fund's ’s portfolio; continuously manage and supervise the investment program of a Fund and the composition of its investment portfolio in a manner consistent with the investment objective, policies, and restrictions of a Fund, as set forth in its Registration Statement and as may be adopted from time to time by the Board, and applicable laws and regulations; determine or recommend the extent to which a Fund's ’s portfolio shall be invested in securities, Investment Funds, and other assets, and what portion, if any, should be held uninvested; and undertake to do anything incidental to the foregoing to facilitate the performance of its obligations hereunder;
(iii) to furnish to or place at the disposal of each Fund information, evaluations, analyses, and opinions formulated or obtained by the Adviser in the discharge of its duties as the Board may, from time to time, reasonably request, and maintain or cause to be maintained for each Fund all books, records, reports, and any other information required under the 1940 Act, to the extent that such books, records, and reports, and other information are not maintained or furnished by the custodian, transfer agent, administrator, sub-sub- administrator, or other agent of a Fund;
(iv) to furnish to or place at the disposal of each Fund, such office space, telephone, utilities, and facilities as a Fund may require for its reasonable needs and to furnish at the expense of the Adviser, or an Adviser Affiliate, clerical services related to research, statistical, and investment work;
(v) to render or make available to each Fund management and administrative assistance in connection with the operation of a Fund that shall include (i) compliance with all reasonable requests of the Board for information, including information required in connection with a Fund's ’s filings with the SEC, other federal and state regulatory organizations, and self-regulatory organizations, and (ii) such other services as the Adviser shall from time to time determine to be necessary or useful to the administration of a Fund; and
(vi) to pay the reasonable salaries, fees, and expenses of each Funds’ employees and officers (including each Fund's ’s share of any payroll taxes) and any fees and expenses of each Funds’ trustees ("“Trustees"”) who are partners, directors, trustees, or employees of or otherwise affiliated with the Adviser; provided, however, that each Funds, and not the Adviser, shall bear travel expenses (or an appropriate portion thereof) of Trustees or Fund officers who are partners, directors, trustees, or employees of the Adviser to the extent that such expenses relate to attendance at meetings of the Board or any committees thereof or Advisers thereto; further provided, however, that each Fund may bear all or a portion of the expenses related to each Funds’ chief compliance officer, as may be approved by the Board from time to time. The Adviser shall not be responsible for any expenses of each Funds other than those specifically allocated to the Adviser in this Agreement.
(b) In particular, but without limiting the generality of the foregoing, the Adviser shall not be responsible, except to the extent of the reasonable compensation of the Trust's ’s employees who are partners, directors, trustees, or employees of the Adviser whose services may be involved, for the following expenses of each Fund: all fees and expenses directly related to portfolio transactions and positions for each Fund's ’s account such as direct and indirect expenses associated with each Fund's ’s investments, including its investments in Investment Funds, and enforcing the Trust's ’s rights in respect of such investments; brokerage commissions; interest and fees on any borrowings by each Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses and costs relating to the pricing and return data of Fund assets and related indices; fees and expenses of outside legal counsel (including fees and expenses associated with the review of documentation for prospective investments by each Fund), including foreign legal counsel; accounting, auditing, insurance and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Fund shares of beneficial interest; taxes and governmental fees (including tax preparation fees); fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of a Fund; all costs and charges for equipment or services used in communicating information regarding each Fund's ’s transactions among the Adviser and any custodian or other agent engaged by a Fund; bank services fees; expenses of preparing, printing, and distributing copies of offering memoranda and any other sales material (and any supplements or amendments thereto), reports, notices, other communications to holders of shares of beneficial interest in a Fund (each a “Shareholder”), and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of Shareholders’ meetings; expenses of corporate data processing and related services; Shareholder recordkeeping and Shareholder account services, fees, and disbursements; expenses relating to investor and public relations; and extraordinary expenses such as litigation expenses.
Appears in 1 contract
Samples: Investment Management Agreement (Stone Ridge Trust)
Responsibilities of the Adviser. (a) The Adviser, or an affiliate of the Adviser ("“Adviser Affiliate"”), to the extent permitted by applicable laws, rules and regulatory interpretations, hereby undertakes and agrees, upon the terms and conditions herein set forth, subject to the supervision of the Board, either directly or indirectly through one or more SubAdvisers Subadvisers (as that term is defined in paragraph 4 below):
(i) to make investment decisions and provide a program of continuous investment management for each the Fund; prepare, obtain, evaluate, and make available to each the Fund research and statistical data in connection therewith; obtain and evaluate such information and advice relating to the economy, securities markets, and securities as it deems necessary or useful to discharge its duties hereunder; engage in or supervise the selection, acquisition, retention, and sale of investments, securities, and/or cash; engage in or supervise the selection, acquisition, retention, and sale of registered and unregistered investment funds and/or other investment vehicles (the "Investment Funds"); select brokers or dealers to execute transactions; and all of the aforementioned shall be done in material accordance with each with: (A) the Fund's ’s investment objective, policies, and limitations as stated in each Fund's registration statement filed with the SEC on Form N-1A under the 1940 Act (the "Registration Statement"), as amended from time to time, and in accordance with (B) guidelines and directions from the Board Board, (C) the 1940 Act, (D) applicable provisions of the Internal Revenue Code of 1986, as amended, and (E) any applicable laws and regulations;
(ii) subject to the direction and control of the Board, to assist each the Fund as it may reasonably request in the conduct of such the Fund's ’s business, including oral and written research, analysis, advice, statistical, and economic data, judgments regarding individual investments, general economic conditions and trends, and long-range investment policies; determine or recommend the securities, instruments, repurchase agreements, options, and other investments (including the Investment Funds)investments, and techniques that a the Fund will purchase, sell, enter into, use, or provide in an ongoing evaluation of a the Fund's ’s portfolio; continuously manage and supervise the investment program of a the Fund and the composition of its investment portfolio in a manner consistent with the investment objective, policies, and restrictions of a the Fund, as set forth in its Registration Statement and as may be adopted from time to time by the Board, and applicable laws and regulations; determine or recommend the extent to which a the Fund's ’s portfolio shall be invested in securities, Investment Funds, securities and other assets, and what portion, if any, should be held uninvested; and undertake to do anything incidental to the foregoing to facilitate the performance of its obligations hereunder;
(iii) to furnish to or place at the disposal of each the Fund information, evaluations, analyses, and opinions formulated or obtained by the Adviser in the discharge of its duties as the Board Fund may, from time to time, reasonably request, and maintain or cause to be maintained for each the Fund all books, records, reports, and any other information required under the 1940 Act, to the extent that such books, records, and reports, and other information are not maintained or furnished by the custodian, transfer agent, administrator, sub-administrator, or other agent of a the Trust or the Fund;
(iv) to furnish to or place at the disposal of each Fundthe Trust, such office space, telephone, utilities, and facilities as a the Trust or the Fund may require for its reasonable needs and to furnish at the expense of the Adviser, or an Adviser Affiliate, clerical services related to research, statistical, and investment work;
(v) to render or make available to each Fund management and administrative assistance in connection with the operation of a Fund that shall include (i) compliance comply with all reasonable requests of the Board Trust for information, including information required in connection with a Fund's the Trust’s filings with the SEC, other federal and state regulatory organizations, and self-regulatory organizations, and (ii) provide such other services as the Adviser shall from time to time determine to be necessary or useful to the administration of a Fundthe Trust; and
(vi) to pay the reasonable salaries, fees, and expenses of each Funds’ the Trust’s officers and employees and officers (including each Fund's the Trust’s share of any payroll taxes) and any fees and expenses of each Funds’ the trustees of the Board ("“Trustees"”) who are partnersmembers, directors, trusteesofficers, or employees of or otherwise affiliated with the Adviser; provided, however, that each Fundsthe Trust, and not the Adviser, shall bear travel expenses (or an appropriate portion thereof) of Trustees or Fund and officers of the Trust who are partnersmembers, directors, trusteesofficers, or employees of the Adviser to the extent that such expenses relate to attendance at meetings of the Board or any committees thereof or Advisers advisers thereto; further provided, however, that each Fund may bear all or a portion of the expenses related to each Funds’ chief compliance officer, as may be approved by the Board from time to time. The Adviser shall not be responsible for any expenses of each Funds the Trust other than those specifically allocated to the Adviser in this Agreement.
(b) In particular, but without limiting the generality of the foregoing, the Adviser shall not be responsible, except to the extent of the reasonable compensation of the Trust's ’s employees who are partnersmembers, directors, trusteesofficers, or employees of the Adviser whose services may be involved, for the following expenses of each the Trust and the Fund: all fees and expenses directly related to portfolio transactions and positions for each the Fund's ’s account such as direct and indirect expenses associated with each the Fund's ’s investments, including its investments in Investment Funds, and enforcing the Trust's Fund’s rights in respect of such investments; brokerage commissions; interest and fees on any borrowings by each the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses and costs relating to the pricing and return data of Fund assets and related indicesexpenses; fees and expenses of outside legal counsel (including fees and expenses associated with the review of documentation for prospective investments by each the Fund), including foreign legal counsel; accounting, auditing, insurance auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Fund shares of beneficial interestshares; taxes and governmental fees (including tax preparation fees); fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of a the Trust or Fund; all costs and charges for equipment or services used in communicating information regarding each the Fund's ’s transactions among the Adviser and any custodian or other agent engaged by a Fundthe Trust; bank services fees; expenses of preparing, printing, and distributing copies of offering memoranda and any other sales material (and any supplements or amendments thereto), reports, notices, other communications to holders of shares of beneficial interest interests in a the Fund (each a “Shareholder”), and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of Shareholders’ meetings; expenses of corporate data processing and related services; Shareholder recordkeeping and Shareholder account services, fees, and disbursements; expenses relating to investor and public relations; and extraordinary expenses such as litigation expenses.
Appears in 1 contract
Samples: Investment Management Agreement (Morgan Creek Series Trust)
Responsibilities of the Adviser. (a) The Adviser, or an affiliate of the Adviser ("“Adviser Affiliate"”), to the extent permitted by applicable laws, rules and regulatory interpretations, hereby undertakes and agrees, upon the terms and conditions herein set forth, subject to the supervision of the Board, either directly or indirectly through one or more SubAdvisers (as that term is defined in paragraph 4 below):
(i) to make investment decisions and provide a program of continuous investment management for each the Fund; prepare, obtain, evaluate, and make available to each the Fund research and statistical data in connection therewith; obtain and evaluate such information and advice relating to the economy, securities markets, and securities as it deems necessary or useful to discharge its duties hereunder; engage in or supervise the selection, acquisition, retention, and sale of investments, securities, and/or cash; engage in or supervise the selection, acquisition, retention, and sale of registered and unregistered investment funds and/or other investment vehicles (the "“Investment Funds"”); select brokers or dealers to execute transactions; and all of the aforementioned shall be done in material accordance with each the Fund's ’s investment objective, policies, and limitations as stated in each the Fund's ’s registration statement filed with the SEC on Form N-1A under the 1940 Act (the "“Registration Statement"”), as amended from time to time, and in accordance with guidelines and directions from the Board and any applicable laws and regulations;
(ii) subject to the direction and control of the Board, to assist each the Fund as it may reasonably request in the conduct of such the Fund's ’s business, including oral and written research, analysis, advice, statistical, and economic data, judgments regarding individual investments, general economic conditions and trends, and long-range investment policies; determine or recommend the securities, instruments, repurchase agreements, options, and other investments (including the Investment Funds), and techniques that a the Fund will purchase, sell, enter into, use, or provide in an ongoing evaluation of a the Fund's ’s portfolio; continuously manage and supervise the investment program of a the Fund and the composition of its investment portfolio in a manner consistent with the investment objective, policies, and restrictions of a the Fund, as set forth in its Registration Statement and as may be adopted from time to time by the Board, and applicable laws and regulations; determine or recommend the extent to which a the Fund's ’s portfolio shall be invested in securities, Investment Funds, and other assets, and what portion, if any, should be held uninvested; and undertake to do anything incidental to the foregoing to facilitate the performance of its obligations hereunder;
(iii) to furnish to or place at the disposal of each the Fund information, evaluations, analyses, and opinions formulated or obtained by the Adviser in the discharge of its duties as the Board may, from time to time, reasonably request, and maintain or cause to be maintained for each the Fund all books, records, reports, and any other information required under the 1940 Act, to the extent that such books, records, and reports, and other information are not maintained or furnished by the custodian, transfer agent, administrator, sub-administrator, or other agent of a the Fund;
(iv) to furnish to or place at the disposal of each the Fund, such office space, telephone, utilities, and facilities as a the Fund may require for its reasonable needs and to furnish at the expense of the Adviser, or an Adviser Affiliate, clerical services related to research, statistical, and investment work;
(v) to render or make available to each the Fund management and administrative assistance in connection with the operation of a the Fund that shall include (i) compliance with all reasonable requests of the Board for information, including information required in connection with a the Fund's ’s filings with the SEC, other federal and state regulatory organizations, and self-regulatory organizations, and (ii) such other services as the Adviser shall from time to time determine to be necessary or useful to the administration of a the Fund; and
(vi) to pay the reasonable salaries, fees, and expenses of each Funds’ the Fund’s employees and officers (including each the Fund's ’s share of any payroll taxes) and any fees and expenses of each Funds’ the Fund’s trustees ("“Trustees"”) who are partners, directors, trustees, or employees of or otherwise affiliated with the Adviser; provided, however, that each Fundsthe Fund, and not the Adviser, shall bear travel expenses (or an appropriate portion thereof) of Trustees or Fund officers who are partners, directors, trustees, or employees of the Adviser to the extent that such expenses relate to attendance at meetings of the Board or any committees thereof or Advisers thereto; further provided, however, that each the Fund may bear all or a portion of the expenses related to each Funds’ the Fund’s chief compliance officer, as may be approved by the Board from time to time. The Adviser shall not be responsible for any expenses of each Funds the Fund other than those specifically allocated to the Adviser in this Agreement.
(b) In particular, but without limiting the generality of the foregoing, the Adviser shall not be responsible, except to the extent of the reasonable compensation of the Trust's ’s employees who are partners, directors, trustees, or employees of the Adviser whose services may be involved, for the following expenses of each the Fund: all fees and expenses directly related to portfolio transactions and positions for each the Fund's ’s account such as direct and indirect expenses associated with each the Fund's ’s investments, including its investments in Investment Funds, and enforcing the Trust's ’s rights in respect of such investments; brokerage commissions; interest and fees on any borrowings by each the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses and costs relating to the pricing and return data of Fund assets and related indices; fees and expenses of outside legal counsel (including fees and expenses associated with the review of documentation for prospective investments by each the Fund), including foreign legal counsel; accounting, auditing, insurance and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Fund shares of beneficial interest; taxes and governmental fees (including tax preparation fees); fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of a the Fund; all costs and charges for equipment or services used in communicating information regarding each the Fund's ’s transactions among the Adviser and any custodian or other agent engaged by a the Fund; bank services fees; expenses of preparing, printing, and distributing copies of offering memoranda and any other sales material (and any supplements or amendments thereto), reports, notices, other communications to holders of shares of beneficial interest in a the Fund (each a “Shareholder”), and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of Shareholders’ meetings; expenses of corporate data processing and related services; Shareholder recordkeeping and Shareholder account services, fees, and disbursements; expenses relating to investor and public relations; and extraordinary expenses such as litigation expenses.
Appears in 1 contract
Samples: Investment Management Agreement (Stone Ridge Trust)
Responsibilities of the Adviser. (a) The Adviser, or an affiliate of the Adviser ("“Adviser Affiliate"”), to the extent permitted by applicable laws, rules and regulatory interpretations, hereby undertakes and agrees, upon the terms and conditions herein set forth, subject to the supervision of the Board, either directly or indirectly through one or more SubAdvisers (as that term is defined in paragraph 4 below)::
(i) to make investment decisions and provide a program of continuous investment management for each the Fund; prepare, obtain, evaluate, and make available to each the Fund research and statistical data in connection therewith; obtain and evaluate such information and advice relating to the economy, securities markets, and securities as it deems necessary or useful to discharge its duties hereunder; engage in or supervise the selection, acquisition, retention, and sale of investments, securities, and/or cash; engage in or supervise the selection, acquisition, retention, and sale of registered and unregistered investment funds and/or other investment vehicles (the "Investment Funds"); select brokers or dealers to execute transactions; and all of the aforementioned shall be done in material accordance with each the Fund's ’s investment objective, policies, and limitations as stated in each the Fund's ’s registration statement filed with the SEC on Form N-1A N-2 under the 1940 Act (the "“Registration Statement"”), as amended from time to time, and in accordance with guidelines and directions from the Board and any applicable laws and regulations;
(ii) subject to the direction and control of the Board, to assist each the Fund as it may reasonably request in the conduct of such the Fund's ’s business, including oral and written research, analysis, advice, statistical, and economic data, judgments regarding individual investments, general economic conditions and trends, and long-range investment policies; determine or recommend the securities, instruments, repurchase agreements, options, and other investments (including the Investment Funds), and techniques that a the Fund will purchase, sell, enter into, use, or provide in an ongoing evaluation of a the Fund's ’s portfolio; continuously manage and supervise the investment program of a the Fund and the composition of its investment portfolio in a manner consistent with the investment objective, policies, and restrictions of a the Fund, as set forth in its Registration Statement and as may be adopted from time to time by the Board, and applicable laws and regulations; determine or recommend the extent to which a the Fund's ’s portfolio shall be invested in securities, Investment Funds, securities and other assets, and what portion, if any, should be held uninvested; and undertake to do anything incidental to the foregoing to facilitate the performance of its obligations hereunder;
(iii) to furnish to or place at the disposal of each the Fund information, evaluations, analyses, and opinions formulated or obtained by the Adviser in the discharge of its duties as the Board Fund may, from time to time, reasonably request, and maintain or cause to be maintained for each the Fund all books, records, reports, and any other information required under the 1940 Act, to the extent that such books, records, and reports, and other information are not maintained or furnished by the custodian, transfer agent, administrator, sub-administrator, or other agent of a the Fund;
(iv) to furnish to or place at the disposal of each the Fund, such office space, telephone, utilities, and facilities as a the Fund may require for its reasonable needs and to furnish at the expense of the Adviser, or an Adviser Affiliate, clerical services related to research, statistical, and investment work;
(v) to render or make available to each the Fund management and administrative assistance in connection with the operation of a the Fund that shall include (i) compliance with all reasonable requests of the Board Fund for information, including information required in connection with a the Fund's ’s filings with the SEC, other federal and state regulatory organizations, and self-regulatory organizations, and (ii) such other services as the Adviser shall from time to time determine to be necessary or useful to the administration of a the Fund; and
(vi) to pay the reasonable salaries, fees, and expenses of each Funds’ employees and the Fund’s officers (including each the Fund's ’s share of any payroll taxes) and any fees and expenses of each Funds’ the Fund’s trustees ("“Trustees"”) who are partnersmembers, directors, trusteesofficers, or employees of or otherwise affiliated with the Adviser; provided, however, that each Fundsthe Fund may bear all or a portion of the expenses related to the chief compliance officer, as may be approved by the Board from time to time; provided also, that the Fund, and not the Adviser, shall bear travel expenses (or an appropriate portion thereof) of Trustees or and officers of the Fund officers who are partnersmembers, directors, trusteesofficers, or employees of the Adviser to the extent that such expenses relate to attendance at meetings of the Fund’s Board or any committees thereof or Advisers advisers thereto; further provided, however, that each Fund may bear all or a portion of the expenses related to each Funds’ chief compliance officer, as may be approved by the Board from time to time. The Adviser shall not be responsible for any expenses of each Funds the Fund other than those specifically allocated to the Adviser in this Agreement.
(b) In particular, but without limiting the generality of the foregoing, the Adviser shall not be responsible, except to the extent of the reasonable compensation of the Trust's Fund’s employees who are partnersmembers, directors, trusteesofficers, or employees of the Adviser whose services may be involved, for the following expenses of each the Fund: all fees and expenses directly related to portfolio transactions and positions for each the Fund's ’s account such as direct and indirect expenses associated with each the Fund's investments, including its ’s investments in Investment Funds, and enforcing the Trust's Fund’s rights in respect of such investments; brokerage commissions; interest and fees on any borrowings by each the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses and costs relating to the pricing and return data of Fund assets and related indices(including any database subscription services); fees and expenses of outside legal counsel (including fees and expenses associated with the review of documentation for prospective investments by each the Fund), including foreign legal counsel; accounting, auditing, insurance auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Fund shares of beneficial interest; taxes and governmental fees (including tax preparation fees); fees and expenses of any custodian, subcustodian, transfer agent, administrator, and registrar, and any other agent of a the Fund; all costs and charges for equipment or services used in communicating information regarding each the Fund's ’s transactions among the Adviser and any custodian or other agent engaged by a the Fund; bank services fees; expenses of preparing, printing, and distributing copies of offering memoranda and any other sales material (and any supplements or amendments thereto), reports, notices, other communications to holders of shares of beneficial interest in a the Fund (each a “Shareholder”), and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of Shareholders’ meetings; expenses of corporate data processing and related services; Shareholder recordkeeping and Shareholder account services, fees, and disbursements; expenses relating to investor and public relations; and extraordinary expenses such as litigation expenses.
Appears in 1 contract
Samples: Investment Management Agreement (Salient MLP & Energy Infrastructure Fund)
Responsibilities of the Adviser. (a) The Adviser, or an affiliate of the Adviser ("Adviser Affiliate"), to the extent permitted by applicable laws, rules and regulatory interpretations, hereby undertakes and agrees, upon the terms and conditions herein set forth, subject to the supervision of the Board, either directly or indirectly through one or more SubAdvisers (as that term is defined in paragraph 4 below):
(i) to make investment decisions and provide a program of continuous investment management for each the Fund, including as a fund of funds; prepare, obtain, evaluate, and make available to each the Fund research and statistical data in connection therewith; obtain and evaluate such information and advice relating to the economy, securities markets, and securities as it deems necessary or useful to discharge its duties hereunder; engage in or supervise the selection, acquisition, retention, and sale of investments, securities, and/or cash, which may be limited to securities of funds within the same group of investment companies; engage in or supervise the selection, acquisition, retention, and sale of registered and unregistered investment funds and/or other investment vehicles vehicles, which may be limited to the same group of investment companies (the "Investment Funds"); select brokers or dealers to execute transactions; and all of the aforementioned shall be done in material accordance with each the Fund's investment objective, policies, and limitations as stated in each the Fund's registration statement filed with the SEC on Form N-1A under the 1940 Act (the "Registration Statement"), as amended from time to time, and in accordance with guidelines and directions from the Board and any applicable laws and regulations;
(ii) subject to the direction and control of the Board, to assist each the Fund as it may reasonably request in the conduct of such the Fund's business, including oral and written research, analysis, advice, statistical, and economic data, judgments regarding individual investments, general economic conditions and trends, and long-range investment policies; determine or recommend the securities, instruments, repurchase agreements, options, and other investments (including the Investment Funds), and techniques that a the Fund will purchase, sell, enter into, use, or provide in an ongoing evaluation of a the Fund's portfolio; continuously manage and supervise the investment program of a the Fund and the composition of its investment portfolio in a manner consistent with the investment objective, policies, and restrictions of a the Fund, as set forth in its Registration Statement and as may be adopted from time to time by the Board, and applicable laws and regulations; determine or recommend the extent to which a the Fund's portfolio shall be invested in securities, Investment Funds, and other assets, and what portion, if any, should be held uninvested; and undertake to do anything incidental to the foregoing to facilitate the performance of its obligations hereunder;
(iii) to furnish to or place at the disposal of each the Fund information, evaluations, analyses, and opinions formulated or obtained by the Adviser in the discharge of its duties as the Board may, from time to time, reasonably request, and maintain or cause to be maintained for each the Fund all books, records, reports, and any other information required under the 1940 Act, to the extent that such books, records, and reports, and other information are not maintained or furnished by the custodian, transfer agent, administrator, sub-administrator, or other agent of a the Fund;
(iv) to furnish to or place at the disposal of each the Fund, such office space, telephone, utilities, and facilities as a the Fund may require for its reasonable needs and to furnish at the expense of the Adviser, or an Adviser Affiliate, clerical services related to research, statistical, and investment work;
(v) to render or make available to each the Fund management and administrative assistance in connection with the operation of a the Fund that shall include (i) compliance with all reasonable requests of the Board for information, including information required in connection with a the Fund's filings with the SEC, other federal and state regulatory organizations, and self-regulatory organizations, and (ii) such other services as the Adviser shall from time to time determine to be necessary or useful to the administration of a the Fund; and
(vi) to pay the reasonable salaries, fees, and expenses of each Funds’ the Fund’s employees and officers (including each the Fund's share of any payroll taxes) and any fees and expenses of each Funds’ the Fund’s trustees ("Trustees") who are partners, directors, trustees, or employees of or otherwise affiliated with the Adviser; provided, however, that each Fundsthe Fund, and not the Adviser, shall bear travel expenses (or an appropriate portion thereof) of Trustees or Fund officers who are partners, directors, trustees, or employees of the Adviser to the extent that such expenses relate to attendance at meetings of the Board or any committees thereof or Advisers thereto; further provided, however, that each the Fund may bear all or a portion of the expenses related to each Funds’ the Fund’s chief compliance officer, as may be approved by the Board from time to time. The Adviser shall not be responsible for any expenses of each Funds the Fund other than those specifically allocated to the Adviser in this Agreement.
(b) In particular, but without limiting the generality of the foregoing, the Adviser shall not be responsible, except to the extent of the reasonable compensation of the Trust's employees who are partners, directors, trustees, or employees of the Adviser whose services may be involved, for the following expenses of each the Fund: all fees and expenses directly related to portfolio transactions and positions for each the Fund's account such as direct and indirect expenses associated with each the Fund's investments, including its investments in Investment Funds, and enforcing the Trust's rights in respect of such investments; brokerage commissions; interest and fees on any borrowings by each the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses and costs relating to the pricing and return data of Fund assets and related indices; fees and expenses of outside legal counsel (including fees and expenses associated with the review of documentation for prospective investments by each the Fund), including foreign legal counsel; accounting, auditing, insurance and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Fund shares of beneficial interest; taxes and governmental fees (including tax preparation fees); fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of a the Fund; all costs and charges for equipment or services used in communicating information regarding each the Fund's transactions among the Adviser and any custodian or other agent engaged by a the Fund; bank services fees; expenses of preparing, printing, and distributing copies of offering memoranda and any other sales material (and any supplements or amendments thereto), reports, notices, other communications to holders of shares of beneficial interest in a the Fund (each a “Shareholder”), and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of Shareholders’ meetings; expenses of corporate data processing and related services; Shareholder recordkeeping and Shareholder account services, fees, and disbursements; expenses relating to investor and public relations; and extraordinary expenses such as litigation expenses.
Appears in 1 contract
Samples: Investment Management Agreement (Stone Ridge Trust)
Responsibilities of the Adviser. (a) The Adviser, or an affiliate of the Adviser ("“Adviser Affiliate"”), to the extent permitted by applicable laws, rules and regulatory interpretations, hereby undertakes and agrees, upon the terms and conditions herein set forth, subject to the supervision of the Board, either directly or indirectly through one or more SubAdvisers Subadvisers (as that term is defined in paragraph 4 below):
(i) to make investment decisions and provide a program of continuous investment management for each the Fund; prepare, obtain, evaluate, and make available to each the Fund research and statistical data in connection therewith; obtain and evaluate such information and advice relating to the economy, securities markets, and securities as it deems necessary or useful to discharge its duties hereunder; engage in or supervise the selection, acquisition, retention, and sale of investments, securities, and/or cash; engage in or supervise the selection, acquisition, retention, and sale of registered and unregistered investment funds and/or other investment vehicles (the "“Investment Funds"”); select brokers or dealers to execute transactions; and all of the aforementioned shall be done in material accordance with each the Fund's ’s investment objective, policies, and limitations as stated in each the Fund's ’s registration statement filed with the SEC on Form N-1A N-2 under the 1940 Act (the "“Registration Statement"”), as amended from time to time, and in accordance with guidelines and directions from the Board and any applicable laws and regulations;
(ii) subject to the direction and control of the Board, to assist each the Fund as it may reasonably request in the conduct of such the Fund's ’s business, including oral and written research, analysis, advice, statistical, and economic data, judgments regarding individual investments, general economic conditions and trends, and long-range investment policies; determine or recommend the securities, instruments, repurchase agreements, options, and other investments (including the Investment Funds), and techniques that a the Fund will purchase, sell, enter into, use, or provide in an ongoing evaluation of a the Fund's ’s portfolio; continuously manage and supervise the investment program of a the Fund and the composition of its investment portfolio in a manner consistent with the investment objective, policies, and restrictions of a the Fund, as set forth in its Registration Statement and as may be adopted from time to time by the Board, and applicable laws and regulations; determine or recommend the extent to which a the Fund's ’s portfolio shall be invested in securities, Investment Funds, and other assets, and what portion, if any, should be held uninvested; and undertake to do anything incidental to the foregoing to facilitate the performance of its obligations hereunder;
(iii) to furnish to or place at the disposal of each the Fund information, evaluations, analyses, and opinions formulated or obtained by the Adviser in the discharge of its duties as the Board Fund may, from time to time, reasonably request, and maintain or cause to be maintained for each the Fund all books, records, reports, and any other information required under the 1940 Act, to the extent that such books, records, and reports, and other information are not maintained or furnished by the custodian, transfer agent, administrator, sub-administrator, or other agent of a the Fund;
(iv) to furnish to or place at the disposal of each the Fund, such office space, telephone, utilities, and facilities as a the Fund may require for its reasonable needs and to furnish at the expense of the Adviser, or an Adviser Affiliate, clerical services related to research, statistical, and investment work;
(v) to render or make available to each the Fund management and administrative assistance in connection with the operation of a the Fund that shall include (i) compliance with all reasonable requests of the Board Fund for information, including information required in connection with a the Fund's ’s filings with the SEC, other federal and state regulatory organizations, and self-regulatory organizations, and (ii) such other services as the Adviser shall from time to time determine to be necessary or useful to the administration of a the Fund; and
(vi) to pay the reasonable salaries, fees, and expenses of each Funds’ the Fund’s officers and employees and officers (including each the Fund's ’s share of any payroll taxes) and any fees and expenses of each Funds’ the Fund’s trustees ("“Trustees"”) who are partners, directors, trusteesofficers, or employees of or otherwise affiliated with the Adviser; provided, however, that each Fundsthe Fund, and not the Adviser, shall bear travel expenses (or an appropriate portion thereof) of Trustees or and officers of the Fund officers who are partners, directors, trusteesofficers, or employees of the Adviser to the extent that such expenses relate to attendance at meetings of the Board or any committees thereof or Advisers thereto; further provided, however, that each Fund may bear all or a portion of the expenses related to each Funds’ chief compliance officer, as may be approved by the Board from time to time. The Adviser shall not be responsible for any expenses of each Funds other than those specifically allocated to the Adviser in this Agreement.
(b) In particular, but without limiting the generality of the foregoing, the Adviser shall not be responsible, except to the extent of the reasonable compensation of the Trust's employees who are partners, directors, trustees, or employees of the Adviser whose services may be involved, for the following expenses of each Fund: all fees and expenses directly related to portfolio transactions and positions for each Fund's account such as direct and indirect expenses associated with each Fund's investments, including its investments in Investment Funds, and enforcing the Trust's rights in respect of such investments; brokerage commissions; interest and fees on any borrowings by each Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses and costs relating to the pricing and return data of Fund assets and related indices; fees and expenses of outside legal counsel (including fees and expenses associated with the review of documentation for prospective investments by each Fund), including foreign legal counsel; accounting, auditing, insurance and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Fund shares of beneficial interest; taxes and governmental fees (including tax preparation fees); fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of a Fund; all costs and charges for equipment or services used in communicating information regarding each Fund's transactions among the Adviser and any custodian or other agent engaged by a Fund; bank services fees; expenses of preparing, printing, and distributing copies of offering memoranda and any other sales material (and any supplements or amendments thereto), reports, notices, other communications to holders of shares of beneficial interest in a Fund (each a “Shareholder”), and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of Shareholders’ meetings; expenses of corporate data processing and related services; Shareholder recordkeeping and Shareholder account services, fees, and disbursements; expenses relating to investor and public relations; and extraordinary expenses such as litigation expenses.advisers
Appears in 1 contract
Samples: Management Agreement (AIG Strategic Hedge Fund of Funds)
Responsibilities of the Adviser. (a) The Adviser, or an affiliate of the Adviser ("Adviser Affiliate"), to the extent permitted by applicable laws, rules and regulatory interpretations, hereby undertakes and agrees, upon the terms and conditions herein set forth, subject to the supervision of the BoardFund's Board of Directors, either directly or indirectly through one or more SubAdvisers Subadvisers (as that term is defined in paragraph 4 below):
(i) to make investment decisions and provide a program of continuous investment management for each the Fund; prepare, obtain, evaluate, and make available to each the Fund research and statistical data in connection therewith; obtain and evaluate such information and advice relating to the economy, securities markets, and securities as it deems necessary or useful to discharge its duties hereunder; engage in or supervise the selection, acquisition, retention, and sale of investments, securities, and/or cash; engage in or supervise the selection, acquisition, retention, and sale of registered and unregistered investment funds funds, and/or other investment vehicles (the "Investment Funds"); select brokers or dealers to execute transactions; and all of the aforementioned shall be done in material accordance with each the Fund's investment objective, policies, and limitations as stated in each the Fund's prospectus and statement of additional information (the "SAI") included as part of the Fund's registration statement filed with the SEC on Form N-1A N-2 under the Securities Act of 1933, as amended, and the 1940 Act (the "Registration Statement"), as amended from time to time, and in accordance with guidelines and directions from the Fund's Board of Directors and any applicable laws and regulations;
(ii) subject to the direction and control of the BoardFund's Board of Directors, to assist each the Fund as it may reasonably request in the conduct of such the Fund's business, including oral and written research, analysis, advice, statistical, and economic data, judgments regarding individual investments, general economic conditions and trends, and long-range investment policies; determine or recommend the securities, instruments, repurchase agreements, options, and other investments (including the Investment Funds), and techniques that a the Fund will purchase, sell, enter into, use, or provide in an ongoing evaluation of a the Fund's portfolio; continuously manage and supervise the investment program of a the Fund and the composition of its investment portfolio in a manner consistent with the investment objective, policies, and restrictions of a the Fund, as set forth in its Registration Statement and as may be adopted from time to time by the Board, and applicable laws and regulations; determine or recommend the extent to which a the Fund's portfolio shall be invested in securities, Investment Funds, and other assets, and what portion, portion if any, should be held uninvested; and undertake to do anything incidental to the foregoing to facilitate the performance of its obligations hereunder;
(iii) to furnish to or place at the disposal of each the Fund information, evaluations, analyses, and opinions formulated or obtained by the Adviser in the discharge of its duties as the Board Fund may, from time to time, time reasonably request, and maintain or cause to be maintained for each the Fund all books, records, reports, and any other information required under the 1940 Act, to the extent that such books, records, and reports, and other information are not maintained or furnished by the custodian, transfer agent, administrator, sub-administrator, or other agent of a the Fund;
(iv) to furnish to or place at the disposal Adviser's expense for the use of each Fund, the Fund such office space, telephone, utilities, and facilities as a the Fund may require for its reasonable needs and to furnish at the Adviser's expense of the Adviser, or an Adviser Affiliate, clerical services related to research, statistical, and investment work;
(v) to render or make available to each the Fund management and administrative assistance in connection with the operation of a the Fund that shall include (i) compliance with all reasonable requests of the Board Fund for information, including information required in connection with a the Fund's filings with the SEC, other federal and state regulatory organizations, and self-regulatory organizations, and (ii) such other services as the Adviser shall from time to time determine to be necessary or useful to the administration of a the Fund; and
(vi) to pay the reasonable salaries, fees, and expenses of each Funds’ the Fund's officers and employees and officers (including each the Fund's share of any payroll taxes) and any fees and expenses of each Funds’ trustees ("Trustees") the Fund's Directors who are partners, directors, trusteesofficers, or employees of or otherwise affiliated with the Adviser; provided, however, that each Fundsthe Fund, and not the Adviser, shall bear travel expenses (or an appropriate portion thereof) of Trustees or Directors and officers of the Fund officers who are partners, directors, trusteesofficers, or employees of the Adviser to the extent that such expenses relate to attendance at meetings of the Fund's Board of Directors or any committees thereof or Advisers advisers thereto; further provided, however, that each Fund may bear all or a portion of the expenses related to each Funds’ chief compliance officer, as may be approved by the Board from time to time. The Adviser shall bear all expenses arising out of its duties hereunder but shall not be responsible for any expenses of each Funds the Fund other than those specifically allocated to the Adviser in this Agreement.
(b) In particular, but without limiting the generality of the foregoing, the Adviser shall not be responsible, except to the extent of the reasonable compensation of the TrustFund's employees who are partners, directors, trusteesofficers, or employees of the Adviser whose services may be involved, for the following expenses of each the Fund: organizational and offering expenses of the Fund; fees payable to any consultants, including an advisory board (if applicable); fees paid directly or indirectly to investment advisers of the Investment Funds; brokerage commissions or all fees other costs and expenses directly related to portfolio transactions transactions, acquiring or disposing of any portfolio security, and positions for each the Fund's account such as direct and or indirect expenses associated with each the Fund's investments, including its investments in the Investment Funds; legal expenses; auditing and accounting expenses; telephone, telex, facsimile, postage, and enforcing other communications expenses; interest, insurance premiums, taxes, and governmental fees; dues and expenses incurred by the Trust's rights in Fund or with respect of such investments; brokerage commissions; interest and fees on any borrowings by each Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses and costs relating to the pricing and return data of Fund assets and related indicesin connection with membership in investment company trade organizations; fees and expenses of outside legal counsel the Fund's administrator, sub-administrator, custodian, transfer agent and registrar, distribution disbursing agent, or any other agent of the Fund; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers, and other specialists (including fees and expenses associated with the review of documentation for prospective investments by each Fund), including foreign legal counsel; accounting, auditing, insurance and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Fund shares of beneficial interest; taxes and governmental fees (including tax preparation feesif any); fees and expenses related to the repurchase of any custodianunits of members; other expenses in connection with the issuance, subcustodianoffering, transfer agentdistribution, sale, or underwriting of units issued by the Fund, including preparing stock certificates; expenses of registering or qualifying units of the Fund for sale; expenses relating to investor and public relations; freight, insurance, and registrar, and other charges in connection with any other agent shipment of a Fund; all costs and charges for equipment or services used in communicating information regarding each the Fund's transactions among the Adviser and any custodian or other agent engaged by a Fund; bank services feesportfolio securities; expenses of preparing, printing, and distributing copies of offering memoranda and any other sales material (and any supplements or amendments thereto)prospectuses, SAIs, reports, noticesnotices to members, other communications to holders of shares of beneficial interest in a Fund (each a “Shareholder”)the SEC, and other regulatory agencies, and providing distributions to members; costs of stationery; costs of members' and other meetings, including proxy materials; expenses of preparingpreparation, printing, and filing reports and other documents with government agenciesmailing; expenses of Shareholders’ meetings; expenses of corporate data processing and related services; Shareholder recordkeeping and Shareholder account services, fees, and disbursements; expenses relating to investor and public relations; and extraordinary expenses such as or litigation expenses.
Appears in 1 contract
Samples: Investment Management Agreement (Db Hedge Strategies Fund LLC)
Responsibilities of the Adviser. (a) The Adviser, or an affiliate of the Adviser ("Adviser Affiliate"), to the extent permitted by applicable laws, rules and regulatory interpretations, hereby undertakes and agrees, upon the terms and conditions herein set forth, subject to the supervision of the BoardFund's Board of Directors, either directly or indirectly through one or more SubAdvisers Subadvisers (as that term is defined in paragraph 4 below):
(i) to make investment decisions and provide a program of continuous investment management for each the Fund; prepare, obtain, evaluate, and make available to each the Fund research and statistical data in connection therewith; obtain and evaluate such information and advice relating to the economy, securities markets, and securities as it deems necessary or useful to discharge its duties hereunder; engage in or supervise the selection, acquisition, retention, and sale of investments, securities, and/or cash; engage in or supervise the selection, acquisition, retention, and sale of registered and unregistered investment funds funds, and/or other investment vehicles (the "Investment Funds"); select brokers or dealers to execute transactions; and all of the aforementioned shall be done in material accordance with each the Fund's investment objective, policies, and limitations as stated in each the Fund's offering document included as part of the Fund's registration statement filed with the SEC on Form N-1A N-2 under the 1940 Act (the "Registration Statement"), as amended from time to time, and in accordance with guidelines and directions from the Fund's Board of Directors and any applicable laws and regulations;
(ii) subject to the direction and control of the BoardFund's Board of Directors, to assist each the Fund as it may reasonably request in the conduct of such the Fund's business, including oral and written research, analysis, advice, statistical, and economic data, judgments regarding individual investments, general economic conditions and trends, and long-range investment policies; determine or recommend the securities, instruments, repurchase agreements, options, and other investments (including the Investment Funds), and techniques that a the Fund will purchase, sell, enter into, use, or provide in an ongoing evaluation of a the Fund's portfolio; continuously manage and supervise the investment program of a the Fund and the composition of its investment portfolio in a manner consistent with the investment objective, policies, and restrictions of a the Fund, as set forth in its Registration Statement and as may be adopted from time to time by the Board, and applicable laws and regulations; determine or recommend the extent to which a the Fund's portfolio shall be invested in securities, Investment Funds, and other assets, and what portion, portion if any, should be held uninvested; and undertake to do anything incidental to the foregoing to facilitate the performance of its obligations hereunder;
(iii) to furnish to or place at the disposal of each the Fund information, evaluations, analyses, and opinions formulated or obtained by the Adviser in the discharge of its duties as the Board Fund may, from time to time, time reasonably request, and maintain or cause to be maintained for each the Fund all books, records, reports, and any other information required under the 1940 Act, to the extent that such books, records, and reports, and other information are not maintained or furnished by the custodian, transfer agent, administrator, sub-administrator, or other agent of a the Fund;
(iv) to furnish to or place at the disposal Adviser's expense for the use of each Fund, the Fund such office space, telephone, utilities, and facilities as a the Fund may require for its reasonable needs and to furnish at the Adviser's expense of the Adviser, or an Adviser Affiliate, clerical services related to research, statistical, and investment work;
(v) to render or make available to each the Fund management and administrative assistance in connection with the operation of a the Fund that shall include (i) compliance with all reasonable requests of the Board Fund for information, including information required in connection with a the Fund's filings with the SEC, other federal and state regulatory organizations, and self-regulatory organizations, and (ii) such other services as the Adviser shall from time to time determine to be necessary or useful to the administration of a the Fund; and
(vi) to pay the reasonable salaries, fees, and expenses of each Funds’ the Fund's officers and employees and officers (including each the Fund's share of any payroll taxes) and any fees and expenses of each Funds’ trustees ("Trustees") the Fund's Directors who are partners, directors, trusteesofficers, or employees of or otherwise affiliated with the Adviser; provided, however, that each Fundsthe Fund, and not the Adviser, shall bear travel expenses (or an appropriate portion thereof) of Trustees or Directors and officers of the Fund officers who are partners, directors, trusteesofficers, or employees of the Adviser to the extent that such expenses relate to attendance at meetings of the Fund's Board of Directors or any committees thereof or Advisers advisers thereto; further provided, however, that each Fund may bear all or a portion of the expenses related to each Funds’ chief compliance officer, as may be approved by the Board from time to time. The Adviser shall bear all expenses arising out of its duties hereunder but shall not be responsible for any expenses of each Funds the Fund other than those specifically allocated to the Adviser in this Agreement.
(b) In particular, but without limiting the generality of the foregoing, the Adviser shall not be responsible, except to the extent of the reasonable compensation of the TrustFund's employees who are partners, directors, trusteesofficers, or employees of the Adviser whose services may be involved, for the following expenses of each the Fund: organizational and offering expenses of the Fund; fees payable to any consultants, including an advisory board (if applicable); fees paid directly or indirectly to investment advisers of the Investment Funds; brokerage commissions or all fees other costs and expenses directly related to portfolio transactions transactions, acquiring or disposing of any portfolio security, and positions for each the Fund's account such as direct and or indirect expenses associated with each the Fund's investments, including its investments in the Investment Funds; legal expenses; auditing and accounting expenses; telephone, telex, facsimile, postage, and enforcing other communications expenses; interest, insurance premiums, taxes, and governmental fees; dues and expenses incurred by the Trust's rights in Fund or with respect of such investments; brokerage commissions; interest and fees on any borrowings by each Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists); research expenses and costs relating to the pricing and return data of Fund assets and related indicesin connection with membership in investment company trade organizations; fees and expenses of outside legal counsel the Fund's administrator, sub-administrator, custodian, transfer agent and registrar, placement agents, or any other agent of the Fund; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers, and other specialists (including fees and expenses associated with the review of documentation for prospective investments by each Fund), including foreign legal counsel; accounting, auditing, insurance and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Fund shares of beneficial interest; taxes and governmental fees (including tax preparation feesif any); fees and expenses related to the repurchase of any custodianinterests of members of the Fund; other expenses in connection with the issuance, subcustodianoffering, transfer agentdistribution, sale, or underwriting of interests issued by the Fund, including preparing stock certificates; expenses of registering or qualifying interests of the Fund for sale; expenses relating to investor and public relations; freight, insurance, and registrar, and other charges in connection with any other agent shipment of a Fund; all costs and charges for equipment or services used in communicating information regarding each the Fund's transactions among the Adviser and any custodian or other agent engaged by a Fund; bank services feesportfolio securities; expenses of preparing, printing, and distributing copies of offering memoranda and any other sales material (and any supplements or amendments thereto)marketing materials, reports, noticesnotices to members, other communications to holders of shares of beneficial interest in a Fund (each a “Shareholder”)the SEC, and other regulatory agencies, and providing distributions to members; costs of stationery; costs of members' and other meetings, including proxy materials; expenses of preparingpreparation, printing, and filing reports and other documents with government agenciesmailing; expenses of Shareholders’ meetings; expenses of corporate data processing and related services; Shareholder recordkeeping and Shareholder account services, fees, and disbursements; expenses relating to investor and public relations; and extraordinary expenses such as or litigation expenses.
Appears in 1 contract
Samples: Investment Management Agreement (Topiary Benefit Plan Investor Fund LLC)
