Selection of Securities Sample Clauses
Selection of Securities. Licensor shall serve as the Portfolio Consultant of the Trust and prior to 12:00 p.m. (C.S.T.) on the third business day before the date of deposit for each Series (such prior day being the “Target Date”), provide GFD with a list of Appropriate Securities for deposit by GFD, in its sole discretion, into the Trust for the benefit of such Series. The date that the Appropriate Securities are deposited is referred to herein as the “Deposit Date”. GFD shall provide to Licensor the registration statement relating to the Trust and any amendments thereto (the “Registration Statement”) prior to the Target Date for each Series. Licensor hereby covenants, represents and warrants that, as of any Target Date, any list of Appropriate Securities furnished pursuant to this Agreement shall be appropriate for inclusion in such Trust based on the investment objectives and criteria set forth in the copy of the Trust’s Registration Statement most recently provided to the Licensor prior to the Target Date. Licensor further covenants, represents and warrants that: (i) as of the Target Date, the list of Appropriate Securities will be consistent, and not conflict, with that provided to other clients of the Licensor with similar investment objectives and strategies and a substantially similar investment program to the Strategy; (ii) the list of Appropriate Securities shall be selected based on the Strategy, which is an objective, verifiable and non-discretionary strategy; (iii) the historical performance results of the Strategy provided to GFD will be based on all of the components of the Strategy; and (iv) Licensor shall not tamper with such results on a historical or “going forward” basis. GFD acknowledges that the services pursuant to this Agreement will not be: (i) based on the circumstances of, or otherwise tailored to, the Trust, or (ii) deemed to be investment advice to or for the Trust (within the meaning of the Advisers Act). Licensor shall not have “investment discretion” over any Trust assets for purposes of the Advisers Act and shall not have authority to place orders for the execution of transactions or to give instructions to GFD with respect to Trust assets. Except for Licensor’s obligations to GFD under this Agreement, the Licensor shall have no obligations or responsibilities with respect to, the provision of advice to the Trust, or for determining the appropriateness or suitability of the Strategy or any of the securities included therein, for the Trust. It shall ...
Selection of Securities. During the period commencing on the date set forth above and ending concurrently with the Initial Term (as defined in Section 6 hereof), ▇▇▇ ▇▇▇▇▇▇ shall provide PWP with reasonable advance notice of the filing of each registration statement (inclusive of any post-effective amendments) pertaining to a Trust (each, a "Registration Statement") and, subject to the foregoing, PWP will provide to ▇▇▇ ▇▇▇▇▇▇ within ten (10) days of ▇▇▇ ▇▇▇▇▇▇'▇ written request a list of securities in accordance with the securities selection criteria set forth in Exhibit A in connection with each Trust. ▇▇▇ ▇▇▇▇▇▇ will then choose the final portfolio of securities (the "Selected Securities") based upon all information available to it, including, among other factors, market capitalization and liquidity considerations. Such Selected Securities will be deposited in the related Trust's portfolio (the "Portfolio Securities"); In addition, PWP hereby agrees to consult periodically with and advise ▇▇▇ ▇▇▇▇▇▇ regarding the securities or methodologies used to select the Portfolio Securities at a time and place mutually agreed upon by the parties. With the prior consent of PWP, which consent will not be unreasonably withheld, ▇▇▇ ▇▇▇▇▇▇ may permit others associated with the operation, management or marketing of the Trusts to participate in these consultations. Each party hereto shall be responsible for all of its own expenses incurred in connection with this Agreement; provided, that in the event that a representative of PWP incurs travel expenses (i.e., transportation, hotel, meals) in connection with the above-described activities, ▇▇▇ ▇▇▇▇▇▇ shall reimburse PWP for all such reasonable expenses. Notwithstanding the preceding, PWP is not, and shall not be, obligated to engage in any way or to any extent in any marketing or promotional activities in connection with the Trusts or in making any representation or statement to investors or prospective investors in connection with the marketing or promotion of the Trusts by ▇▇▇ ▇▇▇▇▇▇.