Assignment of Investment Advisory Contract Sample Clauses

Assignment of Investment Advisory Contract. For purposes of Section 205(a)(2) of the Advisers Act, the consent of a Majority-in-Interest shall constitute the consent of the Partnership and the Limited Partners to any transaction that is or could be deemed to be an "assignment" (as defined in Section 202(a)(1) of the Advisers Act and interpreted in Rule 202(a)(1)-1 promulgated thereunder) of an investment advisory contract between the Investment Manager or any of its Affiliates, on the one hand, and the Partnership, on the other hand.‌
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Assignment of Investment Advisory Contract. Without the consent of a Majority of the Nonaffiliated Members, the Company may not enter into any transaction, with respect to this Agreement or any investment advisory contract between the Company and the Investment Manager, that would constitute an “assignment” as such term is defined under the Advisers Act.
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Assignment of Investment Advisory Contract. In its discretion, the General Partner may enter into any transaction with respect to (a) any investment advisory contract between the Partnership and the Investment Manager; or (b) the General Partner’s interest in the Partnership (each, a “GP Transaction”); provided that the General Partner may only enter into a GP Transaction that would constitute an “assignment” as such term is defined under the Advisers Act with the consent of a Majority-in-Interest of the then-Limited Partners; provided further, that any action taken pursuant to this Section 8.5 shall not cause the balance sheets of the Partnership and TP Re to be consolidated for financial statement purposes.
Sample 1
Assignment of Investment Advisory Contract. In its discretion, the General Partner may enter into any transaction with respect to (a) any investment advisory contract between the Partnership and the Investment Manager; or (b) the General Partner’s interest in the Partnership (each, a “GP Transaction”); provided that the General Partner may only enter into a GP Transaction that would constitute an “assignment” as such term is defined ACTIVE 277660570v.12 under the Advisers Act with the consent of a Majority-in-Interest of the then-Limited Partners; provided further, that any action taken pursuant to this Section 8.5 shall not cause the balance sheets of the Partnership and the Company to be consolidated for financial statement purposes.
Sample 1
Assignment of Investment Advisory Contract. Without the consent of a Majority-in-Interest of the Nonaffiliated Limited Partners, the General Partner may not enter into any transaction, with respect to this Agreement or any investment advisory contract between the Partnership and the Investment Manager, that would constitute an "assignment" as such term is defined under the Advisers Act. ARTICLE V Capital Accounts of Partners and Operation Thereof
Sample 1
Assignment of Investment Advisory Contract. The General Partner may only enter into a transaction that would constitute an “assignment” as such term is defined under the Advisers Act with the consent of a Majority-in-Interest of the Non-Affiliated Limited Partners.
Sample 1
Assignment of Investment Advisory Contract. For purposes of Section 205(a)(2) of the Investment Advisers Act, the approval of the Initial Limited Partners shall constitute the Consent of the Partnership and the Limited Partners to any transaction that is or could be deemed to be an “assignment” (as defined in Section 202(a)(1) of the Investment Advisers Act and interpreted in Rule 202(a)(1)-1 promulgated thereunder) of an investment advisory contract between the Management Company or any of its Affiliates, on the one hand, and the Partnership, on the other hand. ARTICLE EIGHT TRANSFERABILITY OF A LIMITED PARTNER’S PARTNERSHIP INTERESTS, REMOVAL OF LIMITED PARTNERS
Sample 1
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Assignment of Investment Advisory Contract. Without the LP Investor Majority Consent, the General Partner may not enter into any transaction, with respect to this Agreement or any investment advisory contract between the Partnership and the Management Company, that would constitute an "assignment" as such term is defined under the Advisers Act. "LP Investor Majority Consent" means the consent of the Indirect Investors who are not Affiliates of the Management Company and whose indirect limited partnership interests in the Partnership represent more than 50% of the Partnership Percentages (as defined in Section 3.04) of the Limited Partners as of the date of determination.
Sample 1

Related to Assignment of Investment Advisory Contract

  • Investment Advisory Agreement (A) The terms of the Investment Advisory Agreement, including compensation terms, comply in all material respects with all applicable provisions of the 1940 Act and the Advisers Act and (B) the approvals by the board of directors and the stockholders of the Company of the Investment Advisory Agreement have been made in accordance with the requirements of Section 15 of the 1940 Act applicable to companies that have elected to be regulated as business development companies under the 1940 Act.

  • Status of Investment Adviser The services of the Adviser to the Trust and the Fund are not to be deemed exclusive, and the Adviser shall be free to render similar services to others so long as its Services to the Trust and the Fund are not impaired thereby. The Adviser shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust or the Fund in any way or otherwise be deemed an agent of the Trust or the Fund. Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of the Adviser, who may also be a trustee, officer or employee of the Trust, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.

  • PROVISION OF INVESTMENT SUB-ADVISORY SERVICES Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”), and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment Guidelines. As of the date of this Agreement approximately [TBD]% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-advisor to the Fund, or with any sub-advisor that is principal underwriter for the Fund or an affiliated person of such principal underwriter; (ii) with respect to transactions in securities or other assets for the Fund, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 Fund”), or with any sub-advisor to a 3 To 1 Fund that is a principal underwriter to a 3 To 1 Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:

  • Treatment of Investment 1. Each Member State shall accord to covered investments of investors of any other Member State, fair and equitable treatment and full protection and security.

  • Investment Advisor The Buyer is an investment advisor registered under the Investment Advisors Act of 1940.

  • Treatment of Investment Advice The Trust shall treat the investment advice and recommendations of JCM as being advisory only, and shall retain full control over its own investment policies. However, the Trustees may delegate to the appropriate officers of the Trust, or to a committee of the Trustees, the power to authorize purchases, sales or other actions affecting the portfolio of the Fund in the interim between meetings of the Trustees.

  • Non-Investment Advisory Services The Fund hereby employs the Manager to provide certain non-investment advisory services for the Portfolio, subject to the direction of the officers and the Board on the terms hereinafter set forth. Specifically, the Manager shall perform or arrange for the performance, as applicable, at its own expense (except as provided in Section 4 or unless otherwise agreed to by the Manager and the Fund, in which case at the Fund’s expense), the following services to the Fund on behalf of the Portfolio to the extent that any such services are not otherwise provided by any other service provider to the Fund:

  • 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.

  • Sub-Investment Advisers The Adviser may employ one or more sub-investment advisers from time to time to perform such of the acts and services of the Adviser, including the selection of brokers or dealers to execute the Trust's portfolio security transactions, and upon such terms and conditions as may be agreed upon between the Adviser and such sub-investment adviser and approved by the Trustees of the Trust, all as permitted by the Investment Company Act of 1940.

  • Treatment of Investments 1. Each Contracting Party shall admit in its territory investments on a basis no less favourable than that accorded in like circumstances to investments of investors of any third State, within the framework of its laws and regulations.

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