Services of the Manager. The Manager represents and warrants that it is registered as an investment adviser under the Investment Advisers Act of 1940 and will maintain such registration for so long as required by applicable law. Subject to the general supervision of the Board of Directors of the Fund, the Manager shall provide the following advisory, management, and other services with respect to the Series:
(a) Provide general, investment advice and guidance with respect to the Series and provide advice and guidance to the Fund's Directors, and oversee the management of the investments of the Series and the composition of each Series' portfolio of securities and investments, including cash, and the purchase, retention and disposition thereof, in accordance with each Series' investment objective or objectives and policies as stated in the Fund's current registration statement, which management may be provided by others selected by the Manager and approved by the Board of Directors as provided below or directly by the Manager as provided in Section 3 of this Agreement;
(b) In the event that the Manager wishes to select others to render investment management services, the Manager shall analyze, select and recommend for consideration and approval by the Fund's Board of Directors investment advisory firms (however organized) to provide investment advice to one or more of the Series, and, at the expense of the Manager, engage (which engagement may also be by the Fund) such investment advisory firms to render investment advice and manage the investments of such Series and the composition of each such Series' portfolio of securities and investments, including cash, and the purchase, retention and disposition thereof, in accordance with the Series' investment objective or objectives and policies as stated in the Fund's current registration statement (any such firms approved by the Board of Directors and engaged by the Fund and/or the Manager are referred to herein as "Sub-Advisers");
(c) Periodically monitor and evaluate the performance of the Sub-Advisers with respect to the investment objectives and policies of the Series;
(d) Monitor the Sub-Advisers for compliance with the investment objective or objectives, policies and restrictions of each Series, the 1940 Act, Subchapter M of the Internal Revenue Code, and if applicable, regulations under such provisions, and other applicable law;
(e) If appropriate, analyze and recommend for consideration by the Fund's Board of Directors terminati...
Services of the Manager. The Manager represents and warrants that it is registered as an investment adviser under the Investment Advisers Act of 1940 and in all states where required, and will maintain such registration for so long as required by applicable law. Subject to the general supervision of the Board of Trustees of the Trust, the Manager shall provide the following advisory, management, administrative, and other services with respect to the Series:
(a) Provide general, overall advice and guidance with respect to the Series and provide advice and guidance to the Trust’s Trustees, and oversee the management of the investments of the Series and the composition of each Series’ portfolio of securities and investments, including cash, and the purchase, retention and disposition thereof, in accordance with each Series’ investment objective or objectives and policies as stated in the Trust’s current registration statement, which management shall be provided by Portfolio Managers selected by the Manager and approved by the Board of Trustees as provided below or directly by the Manager as provided in Section 3 of this Agreement;
(b) Provide all supervisory, management, and administrative services reasonably necessary for the operation of the Series other than any investment advisory services performed by the Portfolio Managers, including but not limited to, (i) coordinating all matters relating to the operation of the Series, including any necessary coordination among the Portfolio Managers, custodian, transfer agent, dividend disbursing agent, and portfolio accounting agent (including pricing and valuation of the Series’ portfolios), accountants, attorneys, and other parties performing services or operational functions for the Trust, (ii) providing the Trust and the Series, at the Manager’s expense, with the services of a sufficient number of persons competent to perform such administrative and clerical functions as are necessary to ensure compliance with federal securities laws and to provide effective supervision and administration of the Series; (iii) maintaining or supervising the maintenance by third parties selected by the Manager of such books and records of the Trust and the Series as may be required by applicable federal or state law; (iv) preparing or supervising the preparation by third parties selected by the Manager of all federal, state, and local tax returns and reports relating to the Series required by applicable law; (v) preparing and filing and arranging for the...
Services of the Manager. Subject to the supervision of the Board of Trustees, the Manager shall provide the following management services with respect to the Portfolios:
(a) The Manager shall analyze and recommend for consideration by the Board of Trustees investment advisory firms to be retained by the Trust to provide day-to-day investment management of the Portfolios (the "Portfolio Managers").
(b) The Manager shall monitor and evaluate the performance of the Portfolio Managers and make recommendations to the Board of Trustees concerning the renewal or termination of agreements with Portfolio Managers (the "Portfolio Management Agreements"), although the Manager is not authorized, except as provided in paragraph 3 of the Agreement, to make determinations with respect to the investment of a Portfolio's assets or the purchase or sale of securities or other investments for a Portfolio.
(c) The Manager shall monitor the Portfolio Managers for compliance with the investment policies and restrictions of each Portfolio, the 1940 Act, the Internal Revenue Code, and all other applicable federal and state laws and regulations.
(d) The Manager shall coordinate all matters relating to the functions of the Trust's Manager, Portfolio Managers, custodian, transfer agent, accountants, attorneys, and other parties performing services or operational functions for the Trust.
(e) The Manager shall provide the Trust and the Portfolios with the services of a sufficient number of persons competent to perform such administrative and clerical functions as are necessary to provide effective supervision and administration of the Trust.
(f) The Manager shall provide the Trust with adequate office space, communications facilities, and other facilities necessary for its operations as contemplated in this Agreement.
(g) The Manager shall provide the Board of Trustees such periodic and special reports as the Board may reasonably request.
(h) The Manager shall make its officers and employees available to the Board of Trustees and officers of the Trust for consultation and discussions regarding the administration and management of the Trust.
(i) The Manager shall provide such assistance as the Board of Trustees shall reasonably request in connection with the conduct of meetings of the Board or otherwise.
Services of the Manager. The Manager hereby agrees during the term of this engagement to manage all aspects of the business of the Company in order to build, maintain, operate and improve the world’s first and largest human health database that is owned by its community (the “Database”). The Database will be comprised of Member Data. The Manager will manage the Company with the goals to (i) create and maintain a community-owned genomic and phenotypic Database that is designed to solve humankind’s most important medical challenges, consistent the Manager’s public benefit, (ii) make the Database dynamic, secure, and longitudinal, (iii) promote a supporting ecosystem for the Database, and (iv) generate revenue from which to make distributions to Members. The Manager shall have the sole discretion as to the emphasis to be placed upon each of these goals. The services of the Manager (the “Services”) will include, to the extent necessary or appropriate for the above purposes, the exercise of all powers of the Manager set forth in Section 4.1
Services of the Manager. Throughout the Term of this Agreement, the services to be performed by the Company include the strategic, operational and financial management of Thermo as well as any and all actions made by an officer and/or director (or other authorized or delegated individual or governing body) of Thermo in the ordinary course of business.
Services of the Manager. (a) During the Term, the Manager shall have full power and authority to, and shall, in its commercially reasonable discretion in accordance with the Management Standards and the terms of this Agreement, take (or refrain from taking) any and all actions which the Manager determines to be necessary or desirable in connection with the performance of the Services, and such actions shall be for the sole benefit of, and on behalf of, the Issuer.
(b) As part of the Services, the Manager shall respond on behalf of the Issuer to any proposal regarding joint operations, proposed Well joint costs, Well elections, or requests for authorization for expenditure, including capital expenditures (as such term is defined in accordance with the applicable Accounting Standard), in each case pursuant to the terms of the applicable operating, unitization, or communitization agreements or pooling orders (each such proposal, election, or request, an "AFE") for any Well received by the Issuer from any Working Interest owner in the Assets or the operator of any Well (including an Operator) under the terms of any operating agreement or in accordance with applicable Law. Subject to the remaining terms of this Section 2, in the event the Issuer receives from any Person (including an Operator) an AFE for any workover, refrac, rework, or extension (including lateral extensions of any Well to the extent permitted under the applicable operating, unitization, or communitization agreement or pooling order), the Manager shall review such AFE and, acting in accordance with the Management Standards and the Manager's good faith determination that participating (or not participating) in the operation covered by such AFE (an "AFE Operation") would be in the best interest of the Issuer and would not (as of the date such determination is made) reasonably be expected to adversely affect the Issuer or the Noteholders or the Hedge Counterparties, on behalf of the Issuer elect whether (a) to consent or non-consent to participation in such AFE Operation ("Consent Election"); and (b) if applicable, to participate for the Issuer's share of any other non-consenting Working Interest owners' interest in such AFE Operation ("Additional Interest Election" and, together with the Consent Election, the "Elections"). The Manager shall make Elections on behalf of the Issuer within the required time period set forth in the applicable proposal or as otherwise required under the underlying contract containing such obl...
Services of the Manager. The Manager represents and warrants that it is registered as an investment adviser under the Advisers Act and will maintain such registration for so long as required by applicable law. Subject to the general supervision of the Board of the Trust, the Manager shall provide the following advisory, management, and other services with respect to the Series:
(a) Provide general investment advice and guidance with respect to the Series and provide advice and guidance to the Trust’s Trustees, and oversee the management of the investments of the Series and the composition of each Series’ portfolio of securities and investments, including cash, and the purchase, retention and disposition thereof, in accordance with each Series’ investment objective or objectives and policies as stated in the Trust’s current registration statement;
(b) Render to the Board of the Trust such periodic and special reports as the Board may reasonably request; and
(c) Make available its officers and employees to the Board and officers of the Trust for consultation and discussions regarding the administration and management of the Series and services provided to the Trust under this Agreement.
Services of the Manager. The Manager hereby agrees during the term of this engagement to manage all aspects of the business of the Company in order to build, maintain, operate and improve the market research database that is owned by its community (the “Database”). The Database will be comprised of Member Data. The Manager will manage the Company with the goals to (i) create and maintain a community-owned market research Database that is designed to provide insights into consumer attitudes and behavior, consistent with the Manager’s public benefit, (ii) make the Database dynamic, secure, and longitudinal, (iii) promote a supporting ecosystem for the Database, and (iv) generate revenue from which to make distributions to Members. The Manager shall have the sole discretion as to the emphasis to be placed upon each of these goals. The services of the Manager (the “Services”) will include, to the extent necessary or appropriate for the above purposes, the exercise of all powers of the Manager set forth in Section 4.1
Services of the Manager. The Manager agrees to render such advice, guidance, counsel, direction and other services as the Artist may reasonably require to further the Artist's career as a musician, composer, recording and performing artist, and to develop new and different areas within which the Artist's artistic talents can be developed and exploited, including but not limited to the following services:
Services of the Manager. Subject to any limitations imposed by applicable law or regulation, the Manager, by and through itself and/or such Manager’s successors, assigns, affiliates, officers, employees and/or representatives and third parties, shall render or cause to be rendered general business services to the Company as requested from time to time by the Company and agreed to by the Manager, which services may include certain human resources activities, web services, bookkeeping and other related services (the “Services”). The Manager shall provide and devote to the performance of this Agreement such employees, affiliates and agents of the Manager as the Manager shall deem appropriate to the furnishing of the Services hereunder. The Manager will devote such time and efforts to the performance of the Services contemplated hereby as the Manager deems reasonably necessary or appropriate; provided, however, no minimum number of hours is required to be devoted by the Manager on a weekly, monthly, annual or other basis. Company acknowledges that the Manager’s Services are not exclusive to the Company or their respective subsidiaries and that the Manager may render similar Services to other persons and entities. The parties understand that the Company may at times engage one or more advisers to provide Services in addition to Services provided by the Manager under this Agreement.
