Underlying Adviser definition

Underlying Adviser has the meaning assigned to it in Section 1.4(a).
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Underlying Adviser means a manager of an Underlying Fund.
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Examples of Underlying Adviser in a sentence

  • The Underlying Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund, nor from the Board or any individual Trustee of the Trust.

  • The Underlying Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Declaration of Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Fund, the obligations hereunder shall be limited to the respective assets of that Fund.

  • In this regard, the Underlying Adviser shall provide the Trust, the Manager and the Lead Adviser and their respective officers with such periodic reports concerning the obligations the Underlying Adviser has assumed under this Agreement as the Trust, the Manager and the Lead Adviser may from time to time reasonably request.

  • The Underlying Adviser shall not have possession or custody of such cash and/or securities or other property or any responsibility or liability with respect to such custody.

  • The Underlying Adviser shall certify at least annually, or more often as may reasonably be requested by the Manager and the Lead Adviser, as to the compliance of its proxy voting policies and procedures with applicable federal statutes and regulations.

  • Such changes with respect to the Underlying Adviser include, but are not limited to, changes to its structure, to key investment personnel, to investment style or management.

  • It is further acknowledged and agreed that the Manager and Lead Adviser make no commitment to designate any portion of the Funds’ assets to the Underlying Adviser as the Allocated Portion.

  • For the services to be rendered by the Underlying Adviser as provided in Sections 1, 2, and 3 of this Agreement, the Lead Adviser shall pay to the Underlying Adviser compensation at the rate specified in Schedule B attached hereto and made a part of this Agreement.

  • Except as expressly set forth in this Agreement, the Underlying Adviser shall not be responsible for aspects of the Fund’s investment program other than managing the Allocated Portion in accordance with the terms and conditions of this Agreement.

  • The Underlying Adviser shall bear all expenses incurred by it and its staff with respect to all activities in connection with the performance of the Underlying Adviser’s services under this Agreement, including but not limited to personnel, salaries, benefits, overhead, travel, preparation of reports, office space, furnishings and equipment.

Related to Underlying Adviser

  • Operating Advisor means the operating advisor appointed as provided in the Lead Securitization Servicing Agreement.

  • Special Servicer means the special servicer appointed to act in such capacity with respect to the Mortgage Loan as provided in the Lead Securitization Servicing Agreement.

  • Master Servicer means the master servicer appointed as provided in the Lead Securitization Servicing Agreement.

  • Special Servicer Servicing Personnel The divisions and individuals of the Special Servicer who are involved in the performance of the duties of the Special Servicer under this Agreement.

  • Primary Servicer Prudential Asset Resources, Inc., or any successor thereto (as primary servicer) appointed as provided in the Primary Servicing Agreement.

  • Master Servicer Servicing Personnel The divisions and individuals of the Master Servicer who are involved in the performance of the duties of the Master Servicer under this Agreement.

  • portfolio adviser means a person or company that provides investment advice or portfolio management services under a contract with the investment fund or with the manager of the investment fund;

  • Subservicer means any Person that services Receivables on behalf of the Servicer or any Subservicer and is responsible for the performance (whether directly or through Subservicers or Subcontractors) of a substantial portion of the material servicing functions required to be performed by the Servicer under this Agreement that are identified in Item 1122(d) of Regulation AB.

  • Servicer means the Master Servicer or the Special Servicer, as the context may require.

  • Portfolio Administrator means any entity and any successor or replacement thereto, as specified in the Final Terms for each Series of ETP Securities, appointed as Portfolio Administrator in accordance with the terms of the relevant Portfolio Administration Agreement.

  • Eligible Operating Advisor An entity (i) that is the special servicer or operating advisor on a transaction rated by any of Moody’s, Fitch, KBRA, S&P and/or DBRS Morningstar but has not been the special servicer or operating advisor on a transaction for which Moody’s, Fitch, KBRA, S&P and/or DBRS Morningstar has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates for such transaction citing servicing concerns with the special servicer or operating advisor, as applicable, as the sole or material factor in such rating action, (ii) that (x) has been regularly engaged in the business of analyzing and advising clients in commercial mortgage-backed securities matters and has at least five years of experience in collateral analysis and loss projections, and (y) has at least five years of experience in commercial real estate asset management and experience in the workout and management of distressed commercial real estate assets, (iii) that can and will make the representations and warranties set forth in Section 2.09(a) of this Agreement, (iv) that is not (and is not affiliated with) the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, any Mortgage Loan Seller, any Directing Holder, any Consulting Party or a depositor, a trustee, a certificate administrator, a master servicer or a special servicer with respect to the securitization of a Companion Loan, or any of their respective Affiliates, (v) that has not been paid any fees, compensation or other remuneration by any entity acting as Special Servicer or successor Special Servicer (x) in respect of its obligations under this Agreement or (y) for the recommendation of the replacement of the Special Servicer or the appointment of a successor special servicer to become the Special Servicer and (vi) that does not directly or indirectly, through one or more Affiliates or otherwise, own any interest in any Certificates, the Uncertificated VRR Interest, any Mortgage Loans, any Companion Loan or any securities backed by a Companion Loan or otherwise have any financial interest in the securitization transaction to which this Agreement relates, other than in fees from its role as Operating Advisor or any fees to which it is entitled as Asset Representations Reviewer, if the Person acting as Operating Advisor is also acting as Asset Representations Reviewer.

  • Initial Servicer means CarMax.

  • Non-Lead Certificate Administrator means the “certificate administrator” under any Non-Lead Securitization Servicing Agreement.

  • Certificate Administrator means the certificate administrator appointed as provided in the Lead Securitization Servicing Agreement.

  • XXXXX Administrator means the Bank of England (or any successor administrator of the Sterling Overnight Index Average).

  • Other Master Servicer means the applicable other “master servicer” under an Other Companion Loan Pooling and Servicing Agreement relating to a Non-Serviced Companion Loan or a Serviced Companion Loan, as applicable.

  • Additional Servicer Each affiliate of each Servicer that services any of the Mortgage Loans and each Person who is not an affiliate of the any Servicer, who services 10% or more of the Mortgage Loans. For clarification purposes, the Master Servicer and the Securities Administrator are Additional Servicers.

  • SOFR Administrator means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

  • Shareholder Servicing Agent shall have the meaning designated in Section 5.2(f) hereof.

  • Certificate Administrator Personnel The divisions and individuals of the Certificate Administrator who are involved in the performance of the duties of the Certificate Administrator under this Agreement.

  • Sub-Servicer Any Person with which the Master Servicer has entered into a Sub-Servicing Agreement and which meets the qualifications of a Sub-Servicer pursuant to Section 3.02.

  • Lead Servicer means the master servicer designated under the Note A-1 PSA.

  • Back-Up Servicer means Xxxxx Fargo Bank, National Association and its permitted successors and assigns, as provided in the Indenture.

  • Mortgage Loan Seller Sub-Servicer A Sub-Servicer required to be retained by the Master Servicer by a Mortgage Loan Seller, as listed on Exhibit S to this Agreement, or any successor thereto.

  • FTPS Unit Servicing Agent means FTP Services LLC or any successor FTPS Unit servicing agent appointed as hereinafter provided."