Appointment of Investment Manager. On the terms and subject to the conditions set forth herein, the Company hereby appoints the Investment Manager as investment manager of the Account with discretionary authority to manage the investment and reinvestment of the funds and assets of the Account in accordance with the terms hereof, and the Investment Manager accepts such appointment. In the course of providing the services contemplated by this Agreement, the Investment Manager shall act as a fiduciary and shall discharge its fiduciary duties and exercise each of its powers under this Agreement with the care, skill and diligence that a registered investment adviser, acting in a like capacity and familiar with insurance company matters, would use in the conduct of a like enterprise with like aims, taking into consideration the facts and circumstances then prevailing, and such fiduciary duties shall specifically include a duty (a) to act with good faith; (b) of loyalty to Company; (c) to provide full and fair disclosure of all material facts; (d) to employ reasonable care to avoid misleading Company; and (e) to act in a manner consistent with the Investment Guidelines for the Account as agreed to between Investment Manager and Company.
Appointment of Investment Manager. (a) The Committee may, in its discretion, appoint an investment manager (“Investment Manager”) to direct the investment and reinvestment of all or any portion of the Trust. Any such Investment Manager shall either (i) be registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Investment Advisers Act”); (ii) be a bank, as defined in the Investment Advisers Act; or (iii) be an insurance company qualified to perform investment services under the laws of more than one state.
(b) The Committee shall give written notice to the Trustee of the appointment of an Investment Manager pursuant to Section 3.3(a). Such notice shall include: (i) a specification of the portion of the Trust to which the appointment applies; (ii) a certification by the Committee that the Investment Manager satisfies the requirements of Section 3.3(a)(i), (ii) or (iii); (iii) a copy of the instruments appointing the Investment Manager and evidencing the Investment Manager’s acceptance of the appointment; (iv) directions as to the manner in which the Investment Manager is authorized to give instructions to the Trustee, including the persons authorized to give instructions and the number of signatures required for any written instruction; (v) a specimen signature of the Investment Manager; (vi) an acknowledgment by the Investment Manager that it is a fiduciary of the Trust; and (vii) if applicable, a certificate evidencing the Investment Manager’s current registration under the Investment Advisers Act. For purposes of this Agreement, the appointment of an Investment Manager pursuant to this Section 3.3 shall become effective as of the effective date specified in such notice, or, if later, as of the date on which the Trustee receives proper notice of such appointment.
(c) The Committee shall give written notice to the Trustee of the resignation or removal of an Investment Manager previously appointed pursuant to this Section 3.3. From and after the date on which the Trustee receives such notice, or, if later, the effective date of the resignation or removal specified in such notice, the Committee shall be responsible, in accordance with Section 3.4, for the investment and reinvestment of the portion of the Trust previously managed by such Investment Manager, until such time as a successor Investment Manager has been duly appointed pursuant to this Section 3.3.
(d) The Trustee may rely and act upon any certificate, notice or direction of the Investment Manager ...
Appointment of Investment Manager. Unless otherwise provided in a separate Trust agreement, the appointment of an investment manager shall be made in accordance with this Article. If an investment manager is appointed, such entity or individual must be registered as an investment manager under the Investment Advisors Act of 1940 or under applicable state law, meet the requirements of ERISA Section 3(38) or be a bank as defined in said Act or an insurance company qualified under the laws of more than one state to perform investment management services. An investment manager shall acknowledge in writing its appointment and fiduciary status hereunder and shall agree to comply with all applicable provisions of this document. The investment manager shall have the investment powers granted the Trustee in paragraph 13.8 except to the extent the investment manager’s powers are limited by the investment management agreement. A copy of the investment management agreement (and any modifications or termination thereof) must be provided to the Trustee or Custodian. Written notice of each appointment of an investment manager shall be given to the Trustee or Custodian in advance of the effective date of the appointment. Such notice or agreement shall specify what portion of the Trust Fund will be subject to the investment manager’s discretion.
Appointment of Investment Manager. (a) The Fund hereby employs the Investment Manager for the period and on the terms and conditions set forth herein, subject at all times to the supervision of the Board of Directors of the Fund, to: 1. Other than with respect to the portion of the Funds assets invested in direct investments (assets of the Fund that are invested in securities that at the time of such investment are not listed (or approved for listing) on a securities exchange), make all investment decisions for the assets of the Fund (the Listed Assets) and to manage the investment and reinvestment of the Listed Assets in accordance with the investment objective and policies of the Fund set forth in the Funds Prospectus, and as such investment objective and policies are amended from time to time by the Funds Board of Directors, and subject always to the restrictions of the Funds Articles of Incorporation and By-Laws, as amended or restated from time to time, the provisions of the 1940 Act. Should the Board of Directors for the Fund at any time make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall vote the Funds proxies in connection with its Listed Assets in accordance with the Funds proxy voting policies which may be amended from time to time by the Board, however, the Investment Manager will not be required to comply with any such amendment until 30 days after it has been communicated to the Investment Manager. The Investment Manager shall make such reports to the Board concerning such proxy voting as the Board may deem necessary or advisable. It is understood and acknowledged that no assurance has been or can be provided that the investment objective of the Fund can or will be achieved. The Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Fund applicable to the Funds Listed Assets and, with respect to the Funds Listed Assets, to place all orders for the purchase or sale of portfolio securities for the Fund with brokers or dealers selected by it, and in connection therewith, the Investment Manager is authorized as agent of the Fund to give instructions to the custodians from time to time of the Funds Listed Assets as to deliveries of securities and payment...
Appointment of Investment Manager. The Fund hereby appoints the Investment Manager, in accordance with Section 15(c) of the 1940 Act, to act as investment manager to the Fund for the periods and on the terms set forth in this Agreement. The Investment Manager accepts such appointment and agrees to furnish the services herein set forth for the compensation herein provided.
Appointment of Investment Manager. The Company may appoint one or more investment managers, including any entities affiliated with the Trustee, who shall have the power to manage, acquire, or dispose of such portion of the assets of the Trust as the Company shall determine subject to the following:
(i) An investment manager shall act in accordance with the provisions of an investment management agreement entered into between it and the Company, an executed copy of which investment management agreement shall be filed with the Trustee;
(ii) Each such investment manager must be registered as an investment adviser under the investment Advisers Act of 1940, and shall provide investment advice on a discretionary or nondiscretionary basis with respect to that portion of the assets of the Trust as the Company shall specify from time to time by written direction(s) to the Trustee;
(iii) The indicia of ownership of the assets of the Trust shall be held by the Trustee at all times;
(iv) Any entity affiliated with the Trustee may act as broker or dealer to execute transactions, including the purchase of any securities directly distributed, underwritten, or issued by an entity affiliated with the Trustee, at standard commission rates, xxxx-ups or concessions, and to provide other management or investment services with respect to such trust, including the custody of assets;
(v) Any direction given to the Trustee by an investment manager shall be given in writing or given orally and confirmed in writing as soon as practicable. Alternatively, an investment manager may provide investment instructions directly to the broker or dealer and receipt by the Trustee of a confirmation of the transaction from the broker or dealer shall be conclusive evidence of such transactions. In either case, the Trustee shall have the authority within 24 hours of receipt of such direction from the investment manager or confirmation of a transaction to instruct the investment manager to rescind the transaction if the Trustee finds that the investment is inconsistent with its operational or administrative requirements; and
(vi) The Trustee may pay any such investment manager for any such services from the assets at the Trust without reduction for any fees or compensation paid to the Trustee for its services as trustee. Notwithstanding any other provision of the Agreement, with respect to the investment of the assets of the Trust managed by an investment manager, the Trustee shall have only the duty to follow the directions of the ...
Appointment of Investment Manager. (a) On the terms and subject to the conditions set forth herein, the Company hereby appoints the Investment Manager as investment manager of the Portfolio with discretionary authority to manage the investment and reinvestment of the funds and assets of the Portfolio in accordance with the terms hereof, including those set forth in Schedule 1 attached hereto (as amended or supplemented from time to time by either (i) an agreement in writing of the Company and the Investment Manager or (ii) in accordance with Section 2(b), the “Investment Guidelines”), and the Investment Manager accepts such appointment.
(b) The Company shall retain discretion over asset allocation decisions, including, without limitation and for the avoidance of doubt, with respect to allocations of assets to and from the Portfolio generally, allocations to and from the Portfolio as compared to the portfolios of the Company’s Affiliates managed by the Investment Manager and allocations of assets among the Sub-Managers (as defined below). On or prior to the date hereof, the Company has provided the Investment Manager with certain asset allocation information with respect to the Portfolio. On or prior to the Initial AUM Satisfaction Date (as defined below), the Company shall provide the Investment Manager with its annual investment plan with respect to the Portfolio (as shall be revised on an annual basis and may otherwise be amended or updated by the Company from time to time, the “Allocation Guidelines”), and thereafter shall provide the Investment Manager with any subsequent versions of the Allocation Guidelines as well as any amendments or updates thereto impacting the Portfolio as soon as reasonably practicable. The Company agrees to provide the Investment Manager with reasonable advance written notice of any upcoming revisions, amendments or updates to the Allocation Guidelines impacting the Portfolio and, upon receipt thereof, the parties shall cooperate in good faith to mutually agree upon the manner and timing in which such revisions, amendments or updates are to be implemented with respect to the Portfolio (with such implementation period to be determined based upon the asset class(es) in question and the circumstances giving rise to such change, including, for the avoidance of doubt, applicable liquidity constraints and/or contractual obligations with respect to existing investments or investments in progress) (an “Allocation Transition Plan”) prior to the effectiveness thereof. Re...
Appointment of Investment Manager. The Employer or its designate may make the appointment of an investment manager in accordance with this Article. If an investment manager is appointed, such entity or individual must be registered directly or indirectly as an investment manager under the Investment Advisors Act of 1940 or under applicable state law, meet the requirements of ERISA Section 3(38) or be a bank as defined in said Act or an insurance company qualified under the laws of more than one state to perform investment management services. An investment manager shall acknowledge in writing its appointment and fiduciary status hereunder and shall agree to comply with all applicable provisions of this document. The Employer, Plan Administrator, Trustee and any properly appointed investment manager may execute a written agreement which shall be incorporated by reference into the Plan which delineates the duties, responsibilities and any liabilities of the investment manager with respect to any part of the Trust Fund which the Employer manages. The investment manager shall have the investment powers granted the Trustee in paragraph 13.8 except to the extent the investment manager’s powers are limited by the investment management agreement. A copy of the investment management agreement (and any modifications or termination thereof) must be provided to the Trustee or Custodian (in the instance where there is no Trustee). Written notice of each appointment of an investment manager shall be given to the Trustee or Custodian (in the instance where there is no Trustee) in advance of the effective date of the appointment. Such notice or agreement shall specify what portion of the Trust Fund will be subject to the investment manager’s discretion.
Appointment of Investment Manager. Pursuant to 40 ILCS 5/1-109.1 and 5/22B-122, and this Agreement, the Board hereby appoints the Investment Manager to invest and reinvest in cash, cash equivalents, fixed income, equity securities, and other instruments, of such portion of the Fund’s Assets as the Board shall determine from time to time, the proceeds from the sale of such Fund Assets, and the income due and appreciation attributable to such Fund Assets, less any Fund Assets the Board may withdraw, from time to time. Any such portion(s) of the Fund’s Assets shall, for purposes of this Agreement, be referred to as the “Sub-Account”. The Investment Manager shall for all purposes herein provided be deemed an independent contractor, and, unless otherwise expressly authorized or provided, shall not have authority to act for or represent either the Fund or the Board in any way, or otherwise be deemed an agent of either the Fund or the Board. The Investment Manager hereby accepts such appointment and acknowledges that it is a fiduciary in accordance with the Illinois Pension Code, 40 ILCS 5/1-101, et seq. (“Pension Code”), with respect to the Fund and the Sub-Account, and that it assumes the duties, responsibilities, and obligations of such a fiduciary. The Investment Manager further agrees to act in strict adherence to the fiduciary duties imposed by the Pension Code and this Agreement, and to provide such investment management services with respect to the Sub-Account in accordance with this Agreement. Subject to this Agreement and the Fund’s Investment Policy and Investment Guidelines (defined in Section 2, below), the Investment Manager, in its full discretion and without obligation on its part to give prior notice to the Board: (i) buy, sell, exchange, convert, tender and otherwise trade in any stocks, bonds, or other securities or instruments; and (ii) open brokerage and trading accounts and execute transactions through such accounts established with such brokers or dealers as the Investment Manager may in its sole discretion select, except to the extent otherwise directed by the Board in writing; provided, however, that all such actions shall be conducted in a manner consistent with the Investment Manager’s fiduciary duties, and with other obligations pursuant to this Agreement and, under the Pension Code, and under the Employee Retirement Income Security Act of 1974, (hereinafter “ERISA”), even though the Fund itself is exempt from the requirements of ERISA. The Investment Manager may, using...
Appointment of Investment Manager. Customer may, from time to time, appoint one or more investment managers (each an "Investment Manager") to manage the Property in the Account, to vote securities in the Account, to purchase, sell or otherwise acquire or dispose of Property in the Account, and to engage in foreign exchange transactions on behalf of Customer. Upon receipt of notice of the appointment of any Investment Manager, which notice shall be annexed hereto as Schedule D (as such Schedule may be amended from time to time by Customer), and except as otherwise provided herein, Bank is to rely upon and comply with (and shall have no liability for relying upon and complying with) instructions and directions from the Investment Manager (including instructions and directions with respect to the voting of securities in the Account, the purchase, sale or other acquisition or disposition of Property in the Account and the furnishing of information and records relating to the Account to the Investment Manager) to the same extent as if such instructions and directions were given by Customer and Bank shall have no duty or obligation to determine the propriety or appropriateness of such instructions or directions. Any such appointment shall remain in full force and effect unless and until Bank receive written notice from Customer to the contrary.
