Management of the Fund. The Board shall have power to conduct the business of the Fund and carry on the Fund's operations in any and all of its branches and maintain offices both within and without the State of Illinois, and in any and all other States of the United States of America, in any and all commonwealths, territories, dependencies, colonies, or possessions of the United States of America, and in any foreign jurisdiction, and to do all such other things and execute all such instruments as the Board deems necessary, proper, or desirable in order to promote the interests of the Fund although such things are not herein specifically mentioned. Any determination as to what is in the interests of the Fund made by the Board in good faith shall be conclusive. The powers of the Board may be exercised without order of or resort to any court.
Management of the Fund. The Manager shall have full, exclusive and complete discretion in the management and control of the Fund. The Manager agrees to manage and control the affairs of the Fund to the best of its ability and to conduct the operations contemplated under this Agreement in a careful and prudent manner and in accordance with good industry practice. The Manager may bind the Fund.
Management of the Fund. The Board shall have power to conduct the business of the Fund and carry on the Fund’s operations in any and all of its branches and maintain offices both inside and outside of the State of Illinois, and in any and all other States of the United States of America, in any and all commonwealths, territories, dependencies, colonies, or possessions of the United States of America, and in any foreign jurisdiction, and to do all such other things and execute all such instruments as it deems necessary, proper, or desirable in order to promote the interests of the Fund although such things are not herein specifically mentioned. The powers of the Board may be exercised without order of or resort to any court. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, the Managers shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Members. The Managers have the power to construe and interpret this Operating Agreement and to act upon any such construction or interpretation. Any construction or interpretation of this Operating Agreement by the Managers and any action taken pursuant thereto and any determination as to what is in the interests of the Fund and the Members made by the Managers in good faith shall, in each case, be conclusive and binding on all Members and all other persons for all purposes. In construing the provisions of this Operating Agreement, the presumption shall be in favor of a grant of power to the Managers. Except as required by federal law including the 1940 Act, neither the Managers nor any officer of the Fund shall owe any fiduciary duty to the Fund or any Series or Class or any Member. The Managers and each officer of the Fund shall act in a manner that such Manager or officer believes to be in the best interests of the Fund and the Members.
Management of the Fund. 15 Section 3.1. General.......................................................15 Section 3.2. Restrictions on Investments...................................15 Section 3.3. Allocation and Reallocation of Fund's Assets..................17 Section 3.4. Reports; Access to Information................................19 Section 3.5. Intent........................................................19 ARTICLE IV TRIGGER EVENTS.....................................................20 Section 4.1. Trigger Events................................................20 Section 4.2. Defeasance Portfolio..........................................23 ARTICLE V INDEMNIFICATION.....................................................24 Section 5.1. Survival......................................................24 Section 5.2. Indemnification...............................................24 Section 5.3. Indemnification Procedure.....................................25
Management of the Fund. 8.1.1 The General Partner and the Fund Manager shall, and shall cause the Fund to, at all times comply with this Agreement, including the Investment Objectives, the Investment Policy and the investment restrictions set forth in Section 7.1 (Investment Restrictions) and the standard of care set forth in Section 20.5 (Standard of Care).
Management of the Fund. Section 3.01 General........................................................15 Section 3.02
Management of the Fund. The General Partner and the Fund Manager shall, and shall cause the Fund to, at all times comply with this Agreement, including the Investment Objectives, the Investment Policy and the investment restrictions set forth in Section 7.1 (Investment Restrictions) and the standard of care set forth in Section 20.5 (Standard of Care). The organization, conduct, management, control and operation of the Fund and its investment and other activities shall be vested in the General Partner, which is hereby authorized and empowered on behalf and in the name of the Fund, subject to the provisions of this Agreement, to exercise and carry out any and all of the purposes of the Fund and to perform all acts and enter into and perform all contracts and other undertakings that may be necessary, advisable or incidental thereto without any further act, approval or vote of any Person, including any Limited Partner. The General Partner shall, to the maximum extent permitted by the Act, delegate to the Fund Manager, all of the powers of the General Partner, provided that no such delegation shall reduce the responsibility of the General Partner for the conduct of the Fund and the General Partner shall be liable for the conduct of the Fund Manager as if such conduct were the conduct of the General Partner. Notwithstanding anything to the contrary provided herein, neither the General Partner nor the Fund Manager may, or shall have any right, power or authority to, avoid its obligations under this Agreement by delegation of authority or responsibility.
Management of the Fund. The General Partner, to the exclusion of all Limited Partners, shall control, conduct and manage the business of the Fund. No Limited Partner shall have the power to represent, act for, sign for or bind the General Partner or the Fund. No Limited Partner shall be entitled to any salary, draw or other compensation from the Fund on account of his investment in the Fund. The General Partner shall have sole discretion in determining what distributions of profits and income, if any, shall be made to the Partners (subject to the allocation provisions hereof), shall execute various documents on behalf of the Fund and the Partners pursuant to powers of attorney and supervise the liquidation of the Fund if an event causing dissolution of the Fund occurs. In the event that the General Partner has been removed or becomes bankrupt or insolvent, unless the business of the Fund is continued pursuant to the terms hereof or the Act, the majority in interest of the Limited Partners may propose and approve a representative to supervise the liquidation of the Fund. The General Partner may in furtherance of the business of the Fund cause the Fund to buy, sell, hold, otherwise acquire or dispose of commodities, futures contracts and forward contracts and options traded on exchanges or otherwise, repurchase agreements, interest-bearing securities, deposit accounts and similar instruments and other assets, and cause the Fund’s trading to be limited to only certain of the foregoing instruments and to be hedged pursuant to whatever technique the General Partner deems most appropriate. The General Partner is hereby authorized to perform all other duties imposed by Sections 6221 through 6232 of the Code, on the General Partner as “tax matters partner” of the Fund, including (but not limited to) the following: (a) the power to conduct all audits and other administrative proceedings with respect to the Fund’s tax items; (b) the power to extend the statute of limitations for all Limited Partners with respect to the Fund’s tax items; (c) the power to file a petition with an appropriate federal court for review of a final administrative adjustment; (d) the power to enter into a settlement with the Internal Revenue Service on behalf of, and binding upon, certain Limited Partners unless each such Limited Partner notifies the Internal Revenue Service and the General Partner that the General Partner may not act on his behalf. The General Partner may, in its sole discretion, make or refrain f...
Management of the Fund. The Sub-Adviser hereby undertakes to act as investment sub-adviser to the Fund with respect to that portion of the assets of the Fund that the Adviser allocates from time to time to the Sub-Adviser to manage (which portion may include any or all of the Fund’s assets) and shall not consult with any other subadviser of such Fund concerning transactions for the Fund in securities or other assets.
Management of the Fund. The Foundation shall hold, manage, invest and reinvest the Fund, shall collect the income and shall pay and disburse the net income and principal therefore exclusively for general charitable uses and purposes, in accordance with the provisions specified in the Articles of Incorporation of the Foundation. The Articles of Incorporation have been adopt- ed by the Board of Directors of the Foundation, and their provisions, as they may be amended from time to time, are hereby incorporated by reference and conclusively assented to and adopted. The phrase “charitable uses and pur- poses” shall be defined as all of those activities, uses and purposes described in Section 501(c)(3) of the Internal Revenue Code of 1986 (the “Code”). The Fund shall be held by the Foundation as an endowment from which only an amount determined in accordance with the Foundation’s endowment spending policy established by the Board of Di- rectors, as amended from time to time, shall be distributed.
