Right to Appoint Agent or Advisor The Collateral Agent shall have the right to appoint agents or advisors in connection with any of its duties hereunder, and the Collateral Agent shall not be liable for any action taken or omitted by, or in reliance upon the advice of, such agents or advisors selected in good faith. The appointment of agents pursuant to this Section 8.9 shall be subject to prior consent of the Company, which consent shall not be unreasonably withheld.
RIGHT TO USE NAME The Adviser warrants that each Fund’s name is not deceptive or misleading and that the Adviser has rights to any distinctive name used by a Fund. Any concern regarding copyright, trademark, or patent infringement with respect to the name used by a Fund managed by the Adviser shall be resolved by the Adviser. Each Fund acknowledges that its use of any distinctive name is derivative of its relationship with the Adviser. Each Fund may use the name connected with the Adviser or any name derived from or using the name of the Fund managed by the Adviser only for so long as this Agreement or any extension, renewal or amendment hereof remains in effect. Within sixty (60) days from such time as this Agreement shall no longer be in effect, the Trust and Fund shall cease to use such a name or any other name connected with the Adviser. It is understood and hereby agreed that the name “Advisor Managed Portfolios” is the property of the Trust for copyright and all other purposes. The Adviser undertakes and agrees that, in the event that the Adviser shall cease to act as investment adviser to the Fund, the Adviser shall promptly take all necessary and appropriate action to discontinue use of the Trust’s name and will further refrain from using the Trust’s name; provided, however, that the Adviser may continue to use the Trust’s name for the sole purpose of identifying the Trust as an account formerly managed by the Adviser or as otherwise consented to by the Trust in writing prior to such use. It is additionally understood and hereby agreed that the name or any reasonable derivation of the same, is the property of the Adviser for copyright and all other purposes. The Trust undertakes and agrees that, in the event that the Adviser shall cease to act as investment adviser to the Funds, the Trust shall promptly take all necessary and appropriate action to discontinue use of the Adviser’s name and will further refrain from using the Adviser’s name; provided, however, that the Trust may continue to use the Adviser’s name for the sole purpose of identifying the Trust as an account formerly managed by the Adviser or as otherwise consented to by the Adviser in writing prior to such use.
Agent’s Appointment as Attorney-in-Fact On the Closing Date Grantor shall execute and deliver to Agent a power of attorney (the "Power of Attorney") substantially in the form attached hereto as Exhibit A. The power of attorney granted pursuant to the Power of Attorney is a power coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on Agent under the Power of Attorney are solely to protect Agent's interests in the Collateral and shall not impose any duty upon Agent to exercise any such powers. Agent agrees that (a) it shall not exercise any power or authority granted under the Power of Attorney unless an Event of Default has occurred and is continuing, and (b) Agent shall account for any moneys received by Agent in respect of any foreclosure on or disposition of Collateral pursuant to the Power of Attorney provided that Agent shall not have any duty as to any Collateral, and Agent shall be accountable only for amounts that it actually receive as a result of the exercise of such powers. NEITHER AGENT NOR ITS RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.
The Advisers Services (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser shall act as investment adviser with respect to the Funds. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds with investment research, advice and supervision and shall furnish continuously an investment program for the Funds, consistent with the respective investment objectives and policies of each Fund. The Adviser shall determine, from time to time, what securities shall be purchased for the Funds, what securities shall be held or sold by the Funds and what portion of the Funds' assets shall be held uninvested in cash, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A (the "Registration Statement") under the 1940 Act, and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the Securities and Exchange Commission (the "Commission"), and to the investment objectives, policies and restrictions of the Funds, as each of the same shall be from time to time in effect. To carry out such obligations, the Adviser shall exercise full discretion and act for the Funds in the same manner and with the same force and effect as the Funds themselves might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund's investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund's assets or to otherwise exercise its right to control the overall management of a Fund.
Termination of the Right to Use Upon termination of this Addendum for any reason, any right to use the System and access to the Data Access Services shall terminate and the Fund shall immediately cease use of the System and the Data Access Services. Immediately upon termination of this Addendum for any reason, the Fund shall return to State Street all copies of documentation and other Proprietary Information in its possession; provided, however, that in the event that either party terminates this Addendum or the Custodian Agreement for any reason other than the Fund’s breach, State Street shall provide the Data Access Services for a period of time and at a price to be agreed upon in writing by the parties.
Right to Audit During the term of this Agreement and not more than once per year (unless circumstances warrant additional audits as described below), Servicer may audit the Asset Representations Reviewer’s policies, procedures and records that relate to the performance of the Asset Representation Reviewer under this Agreement to ensure compliance with this Agreement upon at least 10 business days’ notice. Notwithstanding the foregoing, the parties agree that Servicer may conduct an audit at any time, in the event of (i) audits required by Servicer’s governmental or regulatory authorities, (ii) investigations of claims of misappropriation, fraud, or business irregularities of a potentially criminal nature, or (iii) Servicer reasonably believes that an audit is necessary to address a material operational problem or issue that poses a threat to Servicer’s business.
RIGHT TO EXAMINE CONTRACT We want You to be satisfied with the contract You have purchased. We urge You to closely examine its provisions. If for any reason You are not satisfied with Your purchase, You may cancel the contract by returning the contract within ten days after You receive it. A written request for cancellation must accompany the contract. In such event, We will pay You an amount equal to the sum of (i) the difference between the premiums paid and the amounts allocated to any Account under the contract and (ii) the Contract Value on the date of surrender. You bear only the investment risk during the period prior to Our receipt of request for cancellation. Signed for the Company [ ] Premium Payments are flexible as described herein. NONPARTICIPATING ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON INVESTMENT EXPERIENCE OF A SUB-ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT. DETAILS OF THE VARIABLE PROVISIONS ARE DESCRIBED UNDER VALUATION PROVISIONS, PAGES 6 AND 7. HL-VA03 Printed in U.S.A. B644R0.FRM TABLE OF CONTENTS Page Contract Specifications 3 Definition of Certain Terms 4 Premium Payments 6 Valuation Provisions 6 Transfers Between Accounts 7 Contract Control Provisions 8 General Provisions 9 Surrenders 10 Death Benefits 11 Settlement Provisions 14 Annuity Tables 16 HL-VA03 Page 2 Printed in U.S.A. B645R0.FRM CONTRACT SPECIFICATIONS CONTRACT NUMBER [ SPECIMEN ] CONTRACT ISSUE DATE [SEPTEMBER 14, 2009 ] NAME OF ANNUITANT [ XXXXX XXXXX ] ANNUITY COMMENCEMENT DATE [ JANUARY 1, 2039 ] ANNUITANT AGE [ 35 ] INITIAL PREMIUM PAYMENT [ $2,000 ] ANNUITANT GENDER [ MALE ] MINIMUM SUBSEQUENT PAYMENT [ $500 ] CONTINGENT ANNUITANT [ XXXX XXXXX ] DESIGNATED BENEFICIARY [ XXX XXXXX ] CONTRACT OWNER [ XXXXX XXXXX ] DESCRIPTION OF BENEFITS INDIVIDUAL FLEXIBLE PREMIUM VARIABLE ANNUITY CONTRACT SEPARATE ACCOUNT: [ HARTFORD LIFE INSURANCE COMPANY SEPARATE ACCOUNT SEVEN ] MORTALITY AND EXPENSE RISK CHARGE: [0.50%] PER ANNUM OF THE DAILY SUB-ACCOUNTS VALUE. ADMINISTRATION CHARGE: [0.20%] PER ANNUM OF THE DAILY SUB-ACCOUNTS VALUE. ANNUAL MAINTENANCE FEE: $[0] IF THE CONTRACT VALUE IS [$50,000] OR MORE ON THE CONTRACT ANNIVERSARY. [$50] IF THE CONTRACT VALUE IS LESS THAN [$50,000] ON THE CONTRACT ANNIVERSARY AND WHEN THE CONTRACT IS FULLY SURRENDERED. PREMIUM BASED CHARGE: WE WILL APPLY AN ANNUAL PREMIUM BASED CHARGE AGAINST EACH PREMIUM PAYMENT MADE TO THIS CONTRACT. THE PREMIUM CHARGE WILL APPLY TO EACH PREMIUM PAYMENT THAT HAS BEEN INVESTED FOR [7] YEARS OR LESS. AN ANNUAL PREMIUM BASED CHARGE SHOWN BELOW WILL BE DEDUCTED FROM THE CONTRACT VALUE ON THE CONTRACT ANNIVERSARY BASED ON REMAINING GROSS PREMIUMS. EACH PREMIUM PAYMENT HAS ITS OWN [7] YEAR PREMIUM BASED CHARGE SCHEDULE AND IS ASSIGNED A PREMIUM BASED CHARGE BREAKPOINT AMOUNT BASED ON THE CURRENT DEPOSIT PLUS THE GREATER OF: A) THE TOTAL BALANCE AS OF THE IMMEDIATELY PRECEDING VALUATION DATE; OR B) CUMULATIVE DEPOSITS PREVIOUSLY RECEIVED LESS PRIOR WITHDRAWALS, BUT NOT LESS THAN ZERO. . IF A SUBSEQUENT PREMIUM PAYMENT BRINGS THE CUMULATIVE TOTAL TO A NEW BREAKPOINT, ONLY THAT PREMIUM PAYMENT WILL RECEIVE THE NEW BREAKPOINT PREMIUM BASED CHARGE. THE PRIOR PREMIUM PAYMENT(S) WILL MAINTAIN THE ORIGINAL BREAKPOINT PREMIUM BASED CHARGE APPLIED AT THE TIME SUCH PREMIUM PAYMENT(S) WAS PAID. A PROPORTIONATE AMOUNT OF THE PREMIUM BASED CHARGE WILL BE DEDUCTED FOR ANY PORTION OF PREMIUM PAYMENT THAT IS SUBJECT TO THE CHARGE, BUT IS NOT HELD UNDER THE CONTRACT FOR THE FULL APPLICABLE CONTRACT YEAR. PREMIUM PAYMENTS ARE SURRENDERED IN THE ORDER IN WHICH THEY ARE RECEIVED. [7] Year Premium Based Charge will apply to each Premium Payment PREMIUM BASED CHARGE BREAKPOINT AMOUNT [7] YEAR PREMIUM BASED CHARGE [$0 - $49,999.99] [0.71%] [$50,000.00 - $99,999.99] [0.64%] [$100,000.00 - $249,999.99] [0.50%] [$250,000.00 - $499,999.99] [0.35%] [$500,000.00 - $999,999.99] [0.28%] [$1,000,000.00+] [0.17%] SP-OSHARE-11 Page 3 Printed in U.S.A. CONTRACT SPECIFICATIONS CONTINGENT DEFERRED SALES CHARGE (CDSC): WE MAY ASSESS A CDSC WHEN YOU REQUEST A FULL OR PARTIAL SURRENDER. THE CDSC IS BASED ON THE AMOUNT YOU CHOOSE TO SURRENDER AND HOW LONG YOUR PREMIUM PAYMENTS HAVE BEEN IN THE CONTRACT. EACH PREMIUM PAYMENT HAS ITS OWN CDSC SCHEDULE AND IS ASSIGNED A CDSC BREAKPOINT AMOUNT BASED ON THE CURRENT DEPOSIT PLUS THE GREATER OF: A) THE TOTAL BALANCE AS OF THE IMMEDIATELY PRECEDING VALUATION DATE; OR B) CUMULATIVE DEPOSITS PREVIOUSLY RECEIVED LESS PRIOR WITHDRAWALS, BUT NOT LESS THAN ZERO. . IF A SUBSEQUENT PREMIUM PAYMENT BRINGS THE CUMULATIVE TOTAL TO A NEW BREAKPOINT, ONLY THAT PREMIUM PAYMENT WILL RECEIVE THE NEW BREAKPOINT CDSC. THE PRIOR PREMIUM PAYMENT(S) WILL MAINTAIN THE ORIGINAL BREAKPOINT CDSC APPLIED AT THE TIME SUCH PREMIUM PAYMENT(S) WAS PAID. PREMIUM PAYMENTS ARE SURRENDERED IN THE ORDER IN WHICH THEY ARE RECEIVED. AMOUNTS WITHDRAWN IN EXCESS OF THE AWA ARE SUBJECT TO CDSC. THE AMOUNT ASSESSED A CDSC WILL NOT EXCEED YOUR REMAINING GROSS PREMIUMS AS DEFINED ABOVE. NO CDSC WILL BE ASSESSED IF ONLY THE AWA IS TAKEN, OR ELIGIBILITY REQUIREMENTS ARE MET FOR THE WAIVER OF THE CDSC. FOR ANY SURRENDER, THE AMOUNT SUBJECT TO CDSC WILL BE CALCULATED AT THE TIME OF WITHDRAWAL BY DIVIDING (A) BY (B) MULTIPLIED BY (C) WHERE:
THE SUB-ADVISER'S SERVICES (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Sub-Adviser shall act as sub-investment adviser with respect to the Fund. In such capacity, the Sub-Adviser shall, subject to the supervision of the Adviser and the Board, regularly provide the Fund with investment research, advice and supervision and shall furnish continuously an investment program for such Fund assets as may be allocated by the Adviser to the Sub-Adviser, consistent with the investment objectives and policies of the Fund. The Sub-Adviser shall determine, from time to time, what investments shall be purchased for the Fund and what such securities shall be held or sold by the Fund, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A (the "Registration Statement") under the Investment Company Act of 1940, as amended (the "1940 Act"), and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the Securities and Exchange Commission (the "Commission"), and to the investment objectives, policies and restrictions of the Fund, as each of the same shall be from time to time in effect. To carry out such obligations, the Sub-Adviser shall exercise full discretion and act for the Fund in the same manner and with the same force and effect as the Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Sub-Adviser shall, upon written instructions from the Adviser, effect such portfolio transactions for the Fund as the Adviser may from time to time direct; provided however, that the Sub-Adviser shall not be responsible for any such portfolio transactions effected upon written instructions from the Adviser. No reference in this Agreement to the Sub-Adviser having full discretionary authority over the Fund's investments shall in any way limit the right of the Adviser, in its sole discretion, to establish or revise policies in connection with the management of the Fund's assets or to otherwise exercise its right to control the overall management of the Fund's assets.
Failure to Appoint Successor Custodian If a successor custodian is not designated by the Trust on or before the date of termination of this Agreement, then the Custodian shall have the right to deliver to a bank or trust company of its own selection, which bank or trust company (i) is a “bank” as defined in the 1940 Act, and (ii) has aggregate capital, surplus and undivided profits as shown on its most recent published report of not less than $25 million, all Securities, cash and other property held by Custodian under this Agreement and to transfer to an account of or for the Fund at such bank or trust company all Securities of the Fund held in a Book-Entry System or Securities Depository. Upon such delivery and transfer, such bank or trust company shall be the successor custodian under this Agreement and the Custodian shall be relieved of all obligations under this Agreement. In addition, under these circumstances, all books, records and other data of the Trust shall be returned to the Trust.
Right to Examine Company Records The Purchaser, or its designee, shall have the right to examine and audit any and all of the books, records, or other information of the Company, whether held by the Company or by another on its behalf, with respect to or concerning this Agreement or the Mortgage Loans, during business hours or at such other times as may be reasonable under applicable circumstances, upon reasonable advance notice. The Purchaser shall pay its own expenses associated with such examination.
