Management Services. The Adviser shall maintain the existence and records of the Portfolio's wholly owned subsidiary and perform the following additional services: (1) The Adviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Portfolio (excluding determination of net asset values and shareholder accounting services); (2) the Adviser will maintain all accounts, books and records with respect to the Portfolio as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and the rules thereunder. The Adviser agrees that such records are the property of the Fund, and will be surrendered to the Fund promptly upon request. Fidelity Management and Research Company (hereinafter called the "Administrator" or "FMR") shall be granted reasonable access to the records and documents in the Adviser's possession relating to the Portfolio; (3) the Adviser shall provide such information as is necessary to enable the Administrator and its affiliates to prepare and update the Fund's registration statement (and any supplement thereto) and the Portfolio's financial statements. The Adviser understands that the Fund and the Administrator and its affiliates will rely on such information in the preparation of the Fund's registration statement and the Portfolio's financial statements, and hereby covenants that any such information approved by the Adviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects; and (4) the Adviser will vote the Portfolio's investment securities in the manner in which the Adviser believes to be in the best interests of the Portfolio, and shall review its proxy voting activities on a periodic basis with the Trustees. The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.
Appears in 5 contracts
Sources: Management Contract (Fidelity Oxford Street Trust II), Management Contract (Fidelity Oxford Street Trust II), Management Contract (Fidelity Garrison Street Trust)
Management Services. The Adviser shall maintain will perform (or arrange for the existence ------------------- performance by its affiliates) the management and records administrative services necessary for the operation of the Portfolio's wholly owned subsidiary Trust.
A. Subject to the supervision of the Trustees, and unless otherwise provided herein the Adviser shall be responsible for the day to day business activities of the Trust and shall perform the following additional services:
(1) The Adviser willall services appropriate thereto, at its expense, furnish including: (i) all necessary investment and management facilitiesproviding for members of its organization to serve without salaries as Trustees, including salaries officers, or agents of personnel required for it to execute its duties faithfully, and the Trust; (ii) administrative facilities, including bookkeeping, clerical personnel and equipment furnishing at its expense such office space as may be necessary for the efficient suitable conduct of the investment affairs Trust's business (other than pricing and bookkeeping) and all necessary light, heat, telephone service, office equipment stationery, and stenographic, clerical, mailing and messenger service in connection with such office; (iii) on behalf of the Portfolio (excluding determination Funds of net asset values the Trust, supervising relations with, and shareholder accounting services)monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable; (2iv) preparing all general shareholder communications, including shareholder reports; (v) conducting shareholder relations; (vi) maintaining the Adviser will maintain all accountsTrust's existence and its records; (vii) during such times as shares are publicly offered, books maintaining the registration and records with respect to the Portfolio as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and the rules thereunder. The Adviser agrees that such records are the property qualification of the Fund, Trust's shares under federal and will be surrendered to the Fund promptly upon request. Fidelity Management and Research Company (hereinafter called the "Administrator" or "FMR") shall be granted reasonable access to the records and documents in the Adviser's possession relating to the Portfolio; (3) the Adviser shall provide such information as is necessary to enable the Administrator and its affiliates to prepare and update the Fund's registration statement (and any supplement thereto) and the Portfolio's financial statements. The Adviser understands that the Fund and the Administrator and its affiliates will rely on such information in the preparation of the Fund's registration statement and the Portfolio's financial statements, and hereby covenants that any such information approved by the Adviser expressly for use in such registration and/or financial statements shall be true and complete in all material respectsstate law; and (4viii) investigating the Adviser will vote the Portfolio's investment securities development of management and shareholder services (and, if appropriate, assisting in the manner in which development and implementation of such services) designed to enhance the Adviser believes to be in the best interests value or convenience of the Portfolio, and shall review its proxy voting activities on a periodic basis with Funds of the Trustees. Trust as investment vehicles.
B. The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund Trust as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this ContractAgreement. Should the Trust have occasion to call upon the Adviser for services not herein contemplated or through the Adviser to arrange for the services of others, the Adviser will act for the Trust upon request to the best of its ability, the compensation for its services to be agreed upon with respect to each such occasion as it arises.
C. The Adviser will not furnish the Trust the following services under this Agreement:
(i) determinations of the Trust's net assets and the net asset value per share of its shares ("pricing");
(ii) maintenance of accounts, books and records as required by Section 31(a) of the 1940 Act and the rules thereunder ("bookkeeping"); and
(iii) provision of custodian services, transfer agent services, dividend disbursement and reinvestment services, shareholder services, or shareholder recordkeeping services.
Appears in 5 contracts
Sources: Management Agreement (Allmerica Investment Trust), Management Agreement (Allmerica Investment Trust), Management Agreement (Allmerica Investment Trust)
Management Services. The Adviser shall maintain the existence and records of the Portfolio's wholly owned subsidiary and perform the following additional services:
(1) The Adviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Portfolio (excluding determination of net asset values and shareholder accounting services); (2) the Adviser will maintain all accounts, books and records with respect to the Portfolio as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and the rules thereunder. The Adviser agrees that such records are the property of the Fund, and will be surrendered to the Fund promptly upon request. Fidelity Management and Research Company (hereinafter called the "Administrator" or "FMR") shall be granted reasonable access to the records and documents in the Adviser's possession relating to the Portfolio; (3) the Adviser shall provide such information as is necessary to enable the Administrator and its affiliates to prepare and update the Fund's registration statement (and any supplement thereto) and the Portfolio's financial statements. The Adviser understands that the Fund and the Administrator and its affiliates will rely on such information in the preparation of the Fund's registration statement and the Portfolio's financial statements, and hereby covenants that any such information approved by the Adviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects; and (4) the Adviser will vote the Portfolio's investment securities in the manner in which the Adviser believes to be in the best interests of the Portfolio, and shall review its proxy voting activities on a periodic basis with the Trustees. The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.
Appears in 4 contracts
Sources: Management Contract (Fidelity Oxford Street Trust), Management Contract (Fidelity Oxford Street Trust), Management Contract (Fidelity Salem Street Trust)
Management Services. The Adviser shall maintain (a) You will regularly provide each Fund with investment research, advice and supervision and will furnish continuously an investment program for each Fund consistent with the existence investment objectives and records policies of the PortfolioFund. You will determine from time to time what securities shall be purchased for a Fund, what securities shall be held or sold by a Fund, and what portion of a Fund's wholly owned subsidiary assets shall be held uninvested as cash, subject always to the provisions of the Registrant's Declaration of Trust and perform By-Laws and of the following additional services:1940 Act, and to the investment objectives, policies and restrictions of the Fund, as each of the same shall be from time to time in effect, and subject, further, to such policies and instructions as the Trustees of the Registrant may from time to time establish.
(1b) The Adviser Subject to the general supervision of the Trustees of the Registrant, you will provide certain administrative services to each Fund. You will, at its expenseto the extent such services are not required to be performed by others pursuant to the custodian agreement (or the transfer agency agreement to the extent that a person other than you is serving thereunder as the Registrant's transfer agent), furnish (i) provide supervision of all necessary investment and management facilities, including salaries aspects of personnel required for it each Fund's operations not referred to execute its duties faithfully, and in paragraph (a) above; (ii) provide each Fund with personnel to perform such executive, administrative facilities, including bookkeeping, and clerical personnel and equipment services as are reasonably necessary for the efficient conduct to provide effective administration of the investment affairs Fund; (iii) arrange for, at the Registrant's expense, (a) the preparation for each Fund of all required tax returns, (b) the preparation and submission of reports to existing shareholders and (c) the periodic updating of the Portfolio (excluding determination Fund's prospectuses and statements of net asset values additional information and shareholder accounting services)the preparation of reports filed with the Securities and Exchange Commission and other regulatory authorities; (2iv) maintain all of the Adviser Funds' records and (v) provide the Funds with adequate office space and all necessary office equipment and services including telephone service, heat, utilities, stationery supplies and similar items.
(c) You will also provide to the Registrant's Trustees such periodic and special reports as the Trustees may reasonably request. You shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Registrant or the Funds in any way or otherwise be deemed an agent of the Registrant or the Funds.
(d) You will maintain all accounts, books and records with respect to the Portfolio as are Funds' securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of an investment adviser of a registered investment company pursuant to Rule 31a-1 under the 1940 Act and the rules thereunder. The Adviser agrees that such (other than those records are the property of the Fund, and will be surrendered to the Fund promptly upon request. Fidelity Management and Research Company (hereinafter called the "Administrator" or "FMR") shall be granted reasonable access to the records and documents in the Adviser's possession relating to the Portfolio; (3) the Adviser shall provide such information as is necessary to enable the Administrator and its affiliates to prepare and update being maintained by the Fund's registration statement (and any supplement theretocustodian or transfer agent) and preserve such records for the Portfolio's financial statements. The Adviser understands that the Fund and the Administrator and its affiliates will rely on such information in the preparation periods prescribed therefor by Rule 31a-2 of the Fund1940 Act. You will also provide to the Registrant's registration statement Trustees such periodic and special reports as the Portfolio's financial statements, Board may reasonably request.
(e) You will notify the Registrant of any change in your membership within a reasonable time after such change.
(f) Your services hereunder are not deemed exclusive and hereby covenants that any such information approved by the Adviser expressly for use in such registration and/or financial statements you shall be true and complete in all material respects; and (4) the Adviser will vote the Portfolio's investment securities in the manner in which the Adviser believes free to be in the best interests of the Portfolio, and shall review its proxy voting activities on a periodic basis with the Trustees. The Adviser shall also furnish such reports, evaluations, information or analyses render similar services to the Fund as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contractothers.
Appears in 3 contracts
Sources: Management Agreement (Goldman Sachs Trust), Management Agreement (Goldman Sachs Trust), Management Agreement (Goldman Sachs Trust)
Management Services. The Adviser shall maintain the existence and records of the Portfolio's wholly owned subsidiary and perform the following additional services:
(1) The Investment Adviser willwill perform, at or arrange for its expenseaffiliates to perform, furnish (i) all necessary investment and the management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment services necessary for the efficient conduct operation of the investment affairs of the Portfolio (excluding determination of net asset values and shareholder accounting services); (2) the Funds. The Investment Adviser will maintain all accountsprovide the Funds with office space, books facilities, equipment and records with respect to the Portfolio as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and the rules thereunder. The Adviser agrees that such records are the property of the Fund, and will necessary personnel (which may be surrendered to the Fund promptly upon request. Fidelity Management and Research Company (hereinafter called the "Administrator" or "FMR") shall be granted reasonable access to the records and documents in the Adviser's possession relating to the Portfolio; (3) the Adviser shall provide such information as is necessary to enable the Administrator and its affiliates to prepare and update the Fund's registration statement (and any supplement theretoown) and the Portfolio's financial statements. The Adviser understands that the Fund and the Administrator and its affiliates will rely on such information in the preparation of the Fund's registration statement and the Portfolio's financial statements, and hereby covenants that any such information approved by the Adviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects; and (4) the Adviser will vote the Portfolio's investment securities in the manner in which the Adviser believes to be in the best interests of the Portfolio, and shall review its proxy voting activities on a periodic basis with the Trustees. The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund other services as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shallInvestment Adviser, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time will determine to be necessary or useful to perform its obligations under this ContractAgreement. The Investment Adviser, also on behalf of the Funds, will conduct affairs with custodians, depositories, transfer agents, pricing agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.
(2) The Investment Adviser will, subject to the supervision of the Board of Trustees, perform various services for the Funds, including but not limited to: (i) preparing all general shareholder communications, including shareholder reports; (ii) conducting shareholder relations; (iii) maintaining Funds’ existence and records; (iv) maintaining the registration and qualification of the Funds’ shares under federal and state law; (v) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Funds as investment vehicles; (vi) overseeing the determination and publication of each Fund’s net asset value in accordance with the policies as adopted from time to time by the Board of Trustees; (vii) overseeing the preparation and filing of the Funds’ federal, state and local income tax returns and any other required tax returns; (viii) reviewing the appropriateness of and arranging for payment of the Funds’ expenses; (ix) preparing (or overseeing the preparation) for review and approval by officers of the Funds’ financial information for the Funds’ semi-annual and annual reports, proxy statements and other communications with shareholders required or otherwise to be sent to shareholders, and arrange for the printing and dissemination of such reports and communications to shareholders; (x) preparing (or overseeing the preparation) for review by an officer of the Trust the Trust’s periodic financial reports required to be filed with the SEC on applicable Forms N-SAR, N-CSR, N-Q, N-PORT, N-CEN, N-LIQUID and such other reports, forms and filings, as may be mutually agreed upon; (xi) preparing reports relating to the business and affairs of the Funds as may be mutually agreed upon and not otherwise appropriately prepared by the Funds’ custodian, counsel or auditors; (xii) making such reports and recommendations to the Board of Trustees concerning the performance of the independent accountants as the Board of Trustees may reasonably request or deems appropriate; (xiv) making such reports and recommendations to the Board of Trustees concerning the performance and fees of the Funds’ custodian, transfer agent, administrator and dividend disbursing agent as the Board of Trustees may reasonably request or deems appropriate; (xv) overseeing and reviewing calculations of fees paid to the Funds’ service providers; (xvi) determining the amounts available for distribution as dividends and distributions to be paid by each Fund to its shareholders; (xvii) providing the Funds’ dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of dividends and distributions; (xviii) preparing such information and reports as may be required by any party from which the Funds borrows funds; and (xix) providing such assistance to the custodian and the Funds’ counsel and auditors as generally may be required to properly carry on the business and operations of each Fund.
(3) The Investment Adviser will authorize and permit any of its principals, officers and employees who may be elected or appointed as trustees or officers of the Trust to serve in the capacities in which they are elected or appointed. Services to be furnished by the Investment Adviser under this Agreement may be furnished through the medium of any of such principals, officers, or employees. The Investment Adviser generally will monitor each Fund’s compliance with investment policies and restrictions as set out in filings made by the Trust under the federal securities laws. The Investment Adviser will make reports to the Board of Trustees of its performance of obligations under this Agreement and furnish advice and recommendations with respect to such other aspects of the business and affairs of the Trust and the Funds as the Trust will determine to be desirable.
Appears in 3 contracts
Sources: Investment Management Agreement (Cushing Mutual Funds Trust), Investment Management Agreement (Cushing Mutual Funds Trust), Investment Management Agreement (Cushing Mutual Funds Trust)
Management Services. The Adviser shall maintain (a) You will regularly provide each Fund with investment research, advice and supervision and will furnish continuously an investment program for each Fund consistent with the existence investment objectives and records policies of the PortfolioFund. You will determine from time to time what securities shall be purchased for a Fund, what securities shall be held or sold by a Fund, and what portion of a Fund's wholly owned subsidiary assets shall be held uninvested as cash, subject always to the provisions of the Registrant's Declaration of Trust and perform By- Laws and of the following additional services:1940 Act, and to the investment objectives, policies and restrictions of the Fund, as each of the same shall be from time to time in effect, and subject, further, to such policies and instructions as the Trustees of the Registrant may from time to time establish.
(1b) The Adviser Subject to the general supervision of the Trustees of the Registrant, you will provide certain administrative services to each Fund. You will, at its expenseto the extent such services are not required to be performed by others pursuant to the custodian agreement (or the transfer agency agreement to the extent that a person other than you is serving thereunder as the Registrant's transfer agent), furnish (i) provide supervision of all necessary investment and management facilities, including salaries aspects of personnel required for it each Fund's operations not referred to execute its duties faithfully, and in paragraph (a) above; (ii) provide each Fund with personnel to perform such executive, administrative facilities, including bookkeeping, and clerical personnel and equipment services as are reasonably necessary for the efficient conduct to provide effective administration of the investment affairs Fund; (iii) arrange for, at the Registrant's expense, (a) the preparation for each Fund of all required tax returns, (b) the preparation and submission of reports to existing shareholders and (c) the periodic updating of the Portfolio (excluding determination Fund's prospectuses and statements of net asset values additional information and shareholder accounting services)the preparation of reports filed with the Securities and Exchange Commission and other regulatory authorities; (2iv) maintain all of the Adviser Funds' records and (v) provide the Funds with adequate office space and all necessary office equipment and services including telephone service, heat, utilities, stationery supplies and similar items.
(c) You will also provide to the Registrant's Trustees such periodic and special reports as the Trustees may reasonably request. You shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Registrant or the Funds in any way or otherwise be deemed an agent of the Registrant or the Funds.
(d) You will maintain all accounts, books and records with respect to the Portfolio as are Funds' securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of an investment adviser of a registered investment company pursuant to Rule 31a-1 under the 1940 Act and the rules thereunder. The Adviser agrees that such (other than those records are the property of the Fund, and will be surrendered to the Fund promptly upon request. Fidelity Management and Research Company (hereinafter called the "Administrator" or "FMR") shall be granted reasonable access to the records and documents in the Adviser's possession relating to the Portfolio; (3) the Adviser shall provide such information as is necessary to enable the Administrator and its affiliates to prepare and update being maintained by the Fund's registration statement (and any supplement theretocustodian or transfer agent) and preserve such records for the Portfolio's financial statements. The Adviser understands that the Fund and the Administrator and its affiliates will rely on such information in the preparation periods prescribed therefor by Rule 31a-2 of the Fund1940 Act. You will also provide to the Registrant's registration statement Trustees such periodic and special reports as the Portfolio's financial statements, Board may reasonably request.
(e) You will notify the Registrant of any change in your membership within a reasonable time after such change.
(f) Your services hereunder are not deemed exclusive and hereby covenants that any such information approved by the Adviser expressly for use in such registration and/or financial statements you shall be true and complete in all material respects; and (4) the Adviser will vote the Portfolio's investment securities in the manner in which the Adviser believes free to be in the best interests of the Portfolio, and shall review its proxy voting activities on a periodic basis with the Trustees. The Adviser shall also furnish such reports, evaluations, information or analyses render similar services to the Fund as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contractothers.
Appears in 3 contracts
Sources: Management Agreement (Goldman Sachs Trust), Management Agreement (Goldman Sachs Trust), Management Agreement (Goldman Sachs Trust)
Management Services. The Adviser shall maintain the existence and records of the Portfolio's wholly owned subsidiary and perform the following additional services:
(1) The Investment Adviser willwill perform, at or arrange for its expenseaffiliates to perform, furnish (i) all necessary investment and the management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment services necessary for the efficient conduct operation of the investment affairs of the Portfolio (excluding determination of net asset values and shareholder accounting services); (2) the Funds. The Investment Adviser will maintain all accountsprovide the Funds with office space, books facilities, equipment and records with respect to the Portfolio as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and the rules thereunder. The Adviser agrees that such records are the property of the Fund, and will necessary personnel (which may be surrendered to the Fund promptly upon request. Fidelity Management and Research Company (hereinafter called the "Administrator" or "FMR") shall be granted reasonable access to the records and documents in the Adviser's possession relating to the Portfolio; (3) the Adviser shall provide such information as is necessary to enable the Administrator and its affiliates to prepare and update the Fund's registration statement (and any supplement theretoown) and the Portfolio's financial statements. The Adviser understands that the Fund and the Administrator and its affiliates will rely on such information in the preparation of the Fund's registration statement and the Portfolio's financial statements, and hereby covenants that any such information approved by the Adviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects; and (4) the Adviser will vote the Portfolio's investment securities in the manner in which the Adviser believes to be in the best interests of the Portfolio, and shall review its proxy voting activities on a periodic basis with the Trustees. The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund other services as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shallInvestment Adviser, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time will determine to be necessary or useful to perform its obligations under this ContractAgreement. The Investment Adviser, also on behalf of the Funds, will conduct affairs with custodians, depositories, transfer agents, pricing agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.
(2) The Investment Adviser will, subject to the supervision of the Board of Trustees, perform various services for the Funds, including but not limited to: (i) preparing all general shareholder communications, including shareholder reports; (ii) conducting shareholder relations; (iii) maintaining Funds’ existence and records; (iv) maintaining the registration and qualification of the Funds’ shares under federal and state law; (v) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Funds as investment vehicles; (vi) overseeing the determination and publication of each Fund’s net asset value in accordance with the policies as adopted from time to time by the Board of Trustees; (vii) overseeing the preparation and filing of the Funds’ federal, state and local income tax returns and any other required tax returns; (viii) reviewing the appropriateness of and arranging for payment of the Funds’ expenses; (ix) preparing (or overseeing the preparation) for review and approval by officers of the Funds’ financial information for the Funds’ semi-annual and annual reports, proxy statements and other communications with shareholders required or otherwise to be sent to shareholders, and arrange for the printing and dissemination of such reports and communications to shareholders; (x) preparing (or overseeing the preparation) for review by an officer of the Trust the Trust’s periodic financial reports required to be filed with the SEC on Form N-SAR, N-CSR and such other reports, forms and filings, as may be mutually agreed upon; (xi) preparing reports relating to the business and affairs of the Funds as may be mutually agreed upon and not otherwise appropriately prepared by the Funds’ custodian, counsel or auditors; (xii) making such reports and recommendations to the Board of Trustees concerning the performance of the independent accountants as the Board of Trustees may reasonably request or deems appropriate; (xiv) making such reports and recommendations to the Board of Trustees concerning the performance and fees of the Funds’ custodian, transfer agent, administrator and dividend disbursing agent as the Board of Trustees may reasonably request or deems appropriate; (xv) overseeing and reviewing calculations of fees paid to the Funds’ service providers; (xvi) reviewing implementation of any share purchase programs authorized by the Board of Trustees; (xvii) determining the amounts available for distribution as dividends and distributions to be paid by each Fund to its shareholders; (xviii) preparing and arranging for the printing of dividend notices to shareholders; (xix) providing the Funds’ dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of dividends and distributions; (xx) preparing such information and reports as may be required by any party from which the Funds borrows funds; and (xxi) providing such assistance to the custodian and the Funds’ counsel and auditors as generally may be required to properly carry on the business and operations of the Fund.
(3) The Investment Adviser will authorize and permit any of its principals, officers and employees who may be elected or appointed as trustees or officers of the Trust to serve in the capacities in which they are elected or appointed. Services to be furnished by the Investment Adviser under this Agreement may be furnished through the medium of any of such principals, officers, or employees. The Investment Adviser generally will monitor each Fund’s compliance with investment policies and restrictions as set out in filings made by the Trust under the federal securities laws. The Investment Adviser will make reports to the Board of Trustees of its performance of obligations under this Agreement and furnish advice and recommendations with respect to such other aspects of the business and affairs of the Trust and the Funds as the Trust will determine to be desirable.
Appears in 3 contracts
Sources: Investment Management Agreement (Cushing Funds Trust), Investment Management Agreement (Cushing MLP Funds Trust), Investment Management Agreement (Cushing MLP Funds Trust)
Management Services. The Adviser shall maintain the existence and records of the Portfolio's wholly owned subsidiary and perform the following additional services:
(1) The Adviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it undertakes to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Portfolio (excluding determination of net asset values and shareholder accounting services); (2) the Adviser will maintain all accounts, books and records with respect to the Portfolio act as are required of an investment adviser of a registered investment company pursuant each Fund and shall, subject to the supervision of the Trust's Board of Trustees (the “Board”), direct the investments of the Funds in accordance with the investment objectives, policies and limitations, as provided in the Funds’ Prospectuses or other governing instruments, as amended from time to time, the Investment Company Act of 1940 Act and the rules thereunder, as amended from time to time (the "1940 Act"), and such other limitations as the Funds may impose by notice in writing to the Adviser. The Adviser agrees that such records are shall also furnish for the property use of the FundFunds office space and all necessary office facilities, equipment and will be surrendered to personnel for servicing the Fund promptly upon request. Fidelity Management investments of the Funds; and Research Company (hereinafter called shall pay the salaries and fees of all officers of the Trust, of all Trustees of the Trust who are "Administratorinterested persons" of the Trust or "FMR") shall be granted reasonable access to of the records Adviser and documents in of all personnel of the Adviser's possession Trust or the Adviser performing services relating to the Portfolio; (3) the Adviser shall provide such information as is necessary to enable the Administrator research, statistical and its affiliates to prepare and update the Fund's registration statement (and any supplement thereto) and the Portfolio's financial statementsinvestment activities. The Adviser understands that is authorized, in its discretion and without prior consultation with the Fund Funds, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Administrator Funds. The investment policies and all other actions of the Funds are, and shall at all times be, subject to the control and direction of the Board. The Adviser shall perform (or arrange for the performance by its affiliates of) the management and administrative services necessary for the operation of the Trust. The Adviser shall, subject to the supervision of the Board, perform various services for the Funds, including but not limited to: (i) providing the Funds with office space, equipment and facilities (which may be their own) for maintaining their organization; (ii) on behalf of the Funds, supervising relations with, and monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable; (iii) preparing all general shareholder communications, including shareholder reports; (iv) conducting shareholder relations; (v) maintaining the Trust's existence and its affiliates will rely on records; (vi) during such information in times as shares are publicly offered, maintaining the preparation registration and qualification of the Fund's registration statement Funds’ shares under federal and the Portfolio's financial statements, and hereby covenants that any such information approved by the Adviser expressly for use in such registration and/or financial statements shall be true and complete in all material respectsstate law; and (4vii) investigating the Adviser will vote development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the Portfolio's investment securities in the manner in which the Adviser believes to be in the best interests value or convenience of the Portfolio, and shall review its proxy voting activities on a periodic basis with the TrusteesFunds as investment vehicles. The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund Trust as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund Trust’s policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of TrusteesBoard, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this ContractAgreement.
Appears in 2 contracts
Sources: Investment Management Agreement (Vericimetry Funds), Investment Management Agreement (Vericimetry Funds)
Management Services. The Adviser Manager shall maintain be solely responsible for the existence and records business operation of the Portfolio's wholly owned subsidiary Sites and perform assumes responsibility for the management of all non-medical aspects of the Sites, except as otherwise specifically prohibited by law or limited by this Agreement, and shall provide the following additional services:
(1) The Adviser will, at its expense, furnish (i) all necessary investment and management facilitiesManager shall lease, including salaries of personnel required for it to execute acquire or otherwise procure one or more Sites in which P.C. shall conduct its duties faithfully, and practice.
(ii) administrative facilitiesManager shall provide all reasonable and necessary medical equipment, including bookkeepingfurnishings and furniture required in the day-to-day operation of the Sites. MANAGER SUPPLIES THE EQUIPMENT AS IS. MANAGER IS NOT A MANUFACTURER OF, clerical AND IS NOT ENGAGED IN THE SALE OR DISTRIBUTION OF, THE EQUIPMENT. MANAGER IS NOT AN AGENT OF THE MANUFACTURER OR THE SELLER OF THE EQUIPMENT. MANAGER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING THE MERCHANTABILITY, FITNESS, DESIGN OR SUITABILITY FOR ANY PURPOSE OR ANY CONDITION OF, OR THE QUALITY OR CAPACITY OF, OR THE MATERIAL OR WORKMANSHIP, IN THE EQUIPMENT.
(iii) Manager shall employ all necessary clerical, secretarial and bookkeeping personnel and equipment reasonably necessary for the efficient conduct of P.C.'s operations at the investment affairs Sites. Manager shall determine and cause to be paid the salaries and fringe benefits of all such personnel.
(iv) Manager shall assist in negotiating employment agreements or contracts with nursing staff, technicians and other allied and ancillary health care personnel. All persons whose services are billed to Medicare, Medicaid or other third-party payors as under the supervision of physicians shall be employed by P.C.; provided, however, that employment agreements may be assumed by and assigned to Manager at the request of Manager if and to the extent applicable law authorizes ▇▇▇▇▇▇▇▇ by P.C. for supervised services rendered by persons not employed by P.C.
(v) Manager shall administer P.C.'s payroll and personnel-related activities.
(vi) Manager shall supervise all of Manager's employees; provided, however, that P.C. shall supervise Professionals to the extent necessary to maintain P.C.'s responsibility for the medical aspects of the Portfolio practice and to comply with requirements of applicable law.
(excluding determination vii) Manager shall, unless prohibited by law, order and procure all Medical Supplies (as hereinafter defined), office supplies and other supplies necessary in the operation of net asset values the Sites to enable P.C. to deliver quality Medical Services in a cost-effective manner. The ultimate oversight, supervision and shareholder accounting services); (2) ownership for all Medical Supplies is and shall remain the Adviser will maintain sole responsibility of P.C. "Medical Supplies" shall mean all accountsdrugs, books and records with respect to pharmaceuticals, products, substances, items or devices whose purchase, possession, maintenance, administration, prescription or security require the Portfolio as are required of an investment adviser authorization or order of a registered investment company pursuant to the 1940 Act and the rules thereunder. The Adviser agrees that such records are the property of the Fundlicensed health care provider or require a permit, and will be surrendered to the Fund promptly upon request. Fidelity Management and Research Company (hereinafter called the "Administrator" registration, certification or "FMR") shall be granted reasonable access to the records and documents in the Adviser's possession relating to the Portfolio; (3) the Adviser shall provide such information other governmental authorization held by a licensed health care provider as is necessary to enable the Administrator and its affiliates to prepare and update the Fund's registration statement (and specified under any supplement thereto) and the Portfolio's financial statements. The Adviser understands that the Fund and the Administrator and its affiliates will rely on such information in the preparation of the Fund's registration statement and the Portfolio's financial statements, and hereby covenants that any such information approved by the Adviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects; and (4) the Adviser will vote the Portfolio's investment securities in the manner in which the Adviser believes to be in the best interests of the Portfolio, and shall review its proxy voting activities on a periodic basis with the Trustees. The Adviser shall also furnish such reports, evaluations, information applicable federal or analyses to the Fund as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contractstate law.
Appears in 2 contracts
Sources: Management and Services Agreement (U S Physicians Inc), Management and Services Agreement (U S Physicians Inc)
Management Services. The Adviser shall maintain Subject to the existence terms and records conditions of this Agreement and in reliance on the Portfolio's wholly owned subsidiary representations and perform warranties contained herein, the High Times Group hereby agrees to retain Oreva to provide the following additional services:management services to the High Times Group (the “Management Services”):
(1) The Adviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and managing relationships with the Senior Lender,
(ii) overseeing the process of consummating a Conversion Event,
(iii) providing administrative facilitiesservices, including bookkeeping, clerical personnel and equipment necessary for recommendations to the efficient conduct Parent’s Board of Directors of the investment affairs engagement of or, with the approval of the Portfolio (excluding determination Board of net asset values and shareholder accounting services); (2) the Adviser will maintain all accountsDirectors, books and records with respect engaging agents, consultants or other third party service providers to the Portfolio as are required of an investment adviser of a Parent, including accountants, lawyers, registered investment company pursuant to the 1940 Act and the rules thereunder. The Adviser agrees that such records are the property of the Fundadvisers or experts, and will in each case, as may be surrendered to the Fund promptly upon request. Fidelity Management and Research Company (hereinafter called the "Administrator" or "FMR") shall be granted reasonable access to the records and documents in the Adviser's possession relating to the Portfolio; (3) the Adviser shall provide such information as is necessary to enable the Administrator and its affiliates to prepare and update the Fund's registration statement (and any supplement thereto) and the Portfolio's financial statements. The Adviser understands that the Fund and the Administrator and its affiliates will rely on such information in the preparation of the Fund's registration statement and the Portfolio's financial statements, and hereby covenants that any such information approved by the Adviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects; and Parent from time to time;
(4iv) the Adviser will vote the Portfolio's investment securities in the manner in which the Adviser believes to be in the best interests of the Portfolio, and shall review its proxy voting activities on a periodic basis with the Trustees. The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund's Board of Trustees may request authorized from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of TrusteesDirectors, furnish dealing with investment bankers, investor relations consultants and other members of the investment community;
(v) identify, evaluate, manage, perform due diligence on, negotiate and providing assistance to the Parent Board of Directors in connection with the acquisitions of target businesses by the High Times Group; provided, that the Consultant shall not advise the Parent as to whether or not such acquisitions shall be structured as asset acquisitions or the acquisition of securities or otherwise and all such determinations will be made by the Parent based on legal, tax and other considerations and the advice of the Parent’s accounting, legal and other advisors;
(vi) evaluate, manage, negotiate and providing assistance to the Parent Board of Directors in the disposition of all or any part of the property or assets of the High Times Group, including dispositions of all or any part of the Parent’s direct or indirect Subsidiaries; provided, that the Consultant shall not advise the Parent as to whether or not such dispositions shall be structured as asset sales or the sales of securities or otherwise and all such determinations will be made by the Parent based on legal, tax and other considerations and the advice of the Parent’s accounting, legal and other advisors;
(vii) evaluate and assist in negotiations with various financing sources for the High Times Group, including bankers and others providing debt and/or equity financings for the High Times Group;
(viii) assist the Board of Directors and executive officers of High Times Group in locating, structuring, negotiating and financing strategic acquisitions of other related broker/dealers, asset management companies and other financial services as companies;
(ix) assist the Adviser shall Board of Directors and executive officers of High Times Group in connection with sourcing, structuring, negotiating and consummating debt and equity financing for the Parent and/or Trans-High; and
(x) assist the Board of Directors and executive officers of the High Times Group in connection with developing additional business by sourcing prospective investment banking clients, merger and acquisition and other advisory business from time to time determine to be necessary or useful to perform its obligations under this Contractthird parties and advising the Board of Directors and executive officers of the High Times Group in structuring, negotiating and consummating such additional business.
Appears in 2 contracts
Sources: Management Agreement (Hightimes Holding Corp.), Management Agreement (Origo Acquisition Corp)
Management Services. The Adviser Manager shall maintain be solely responsible for the existence and records business operation of the Portfolio's wholly owned subsidiary Sites and perform assumes responsibility for the management of all nonmedical aspects of the Sites, except as otherwise specifically prohibited by law or limited by this Agreement, and shall provide the following additional services:
(1) The Adviser will, at its expense, furnish (i) all necessary investment and management facilitiesManager shall lease, including salaries of personnel required for it to execute acquire or otherwise procure one or more Sites in which P.C. shall conduct its duties faithfully, and practice.
(ii) administrative facilitiesManager shall provide all reasonable and necessary medical equipment, including bookkeepingfurnishings and furniture required in the day to day operation of the Sites. MANAGER SUPPLIES THE EQUIPMENT AS IS. MANAGER IS NOT A MANUFACTURER OF, clerical AND IS NOT ENGAGED IN THE SALE OR DISTRIBUTION OF, THE EQUIPMENT. MANAGER IS NOT AN AGENT OF THE MANUFACTURER OR THE SELLER OF THE EQUIPMENT. MANAGER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING THE MERCHANTABILITY, FITNESS, DESIGN OR SUITABILITY FOR ANY PURPOSE OR ANY CONDITION OF, OR THE QUALITY OR CAPACITY OF, OR THE MATERIAL OR WORKMANSHIP IN THE EQUIPMENT.
(iii) Manager shall employ all necessary clerical, secretarial and bookkeeping personnel and equipment reasonably necessary for the efficient conduct of P.C.'s operations at the investment affairs Sites. Manager shall determine and cause to be paid the salaries and fringe benefits of all such personnel.
(iv) Manager shall assist in negotiating employment agreements or contracts with nursing staff, technicians and other allied and ancillary health care personnel. All persons whose services are billed to Medicare, Medicaid or other third party payors as under the supervision of physicians shall be employed by P.C.; provided, however, that employment agreements may be assumed by and assigned to Manager at the request of Manager if and to the extent applicable law authorizes ▇▇▇▇▇▇▇▇ by P.C. for supervised services rendered by persons not employed by P.C.
(v) Manager shall administer P.C.'s payroll and personnel related activities.
(vi) Manager shall supervise all of Manager's employees; provided, however, that P.C. shall supervise Professionals to the extent necessary to maintain P.C.'s responsibility for the medical aspects of the Portfolio practice and to comply with requirements of applicable law.
(excluding determination vii) Manager shall, unless prohibited by law, order and procure all Medical Supplies (as hereinafter defined), office supplies and other supplies necessary in the operation of net asset values the Sites to enable P.C. to deliver quality Medical Services in a cost-effective manner. The ultimate oversight, supervision and shareholder accounting services); (2) ownership for all Medical Supplies is and shall remain the Adviser will maintain sole responsibility of P.C. "Medical Supplies" shall mean all accountsdrugs, books and records with respect to pharmaceuticals, products, substances, items or devices whose purchase, possession, maintenance, administration, prescription or security require the Portfolio as are required of an investment adviser authorization or order of a registered investment company pursuant to the 1940 Act and the rules thereunder. The Adviser agrees that such records are the property of the Fundlicensed health care provider or require a permit, and will be surrendered to the Fund promptly upon request. Fidelity Management and Research Company (hereinafter called the "Administrator" registration, certification or "FMR") shall be granted reasonable access to the records and documents in the Adviser's possession relating to the Portfolio; (3) the Adviser shall provide such information other governmental authorization held by a licensed health care provider as is necessary to enable the Administrator and its affiliates to prepare and update the Fund's registration statement (and specified under any supplement thereto) and the Portfolio's financial statements. The Adviser understands that the Fund and the Administrator and its affiliates will rely on such information in the preparation of the Fund's registration statement and the Portfolio's financial statements, and hereby covenants that any such information approved by the Adviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects; and (4) the Adviser will vote the Portfolio's investment securities in the manner in which the Adviser believes to be in the best interests of the Portfolio, and shall review its proxy voting activities on a periodic basis with the Trustees. The Adviser shall also furnish such reports, evaluations, information applicable federal or analyses to the Fund as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contractstate law.
Appears in 2 contracts
Sources: Management and Services Agreement (U S Physicians Inc), Management and Services Agreement (U S Physicians Inc)
Management Services. The Adviser shall maintain the existence and records of the Portfolio's Fund’s wholly owned subsidiary and perform the following additional services:
(1) The Adviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Portfolio Fund (excluding determination of net asset values and shareholder accounting services); (2) the Adviser will maintain all accounts, books and records with respect to the Portfolio Fund as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and the rules thereunder. The Adviser agrees that such records are the property of the FundTrust, and will be surrendered to the Fund Trust promptly upon request. Fidelity Management and Research Company (hereinafter called the "“Administrator" or "FMR"”) shall be granted reasonable access to the records and documents in the Adviser's ’s possession relating to the PortfolioFund; (3) the Adviser shall provide such information as is necessary to enable the Administrator and its affiliates to prepare and update the Fund's Trust’s registration statement (and any supplement thereto) and the Portfolio's Fund’s financial statements. The Adviser understands that the Fund Trust and the Administrator and its affiliates will rely on such information in the preparation of the Fund's Trust’s registration statement and the Portfolio's Fund’s financial statements, and hereby covenants that any such information approved by the Adviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects; and (4) the Adviser will vote the Portfolio's Fund’s investment securities in the manner in which the Adviser believes to be in the best interests of the PortfolioFund, and shall review its proxy voting activities on a periodic basis with the Trustees. The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund Trust as the Fund's Trust’s Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Trust’s Board of Trustees with respect to Fund Trust policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.
Appears in 2 contracts
Sources: Management Contract (Fidelity Oxford Street Trust), Management Contract (Fidelity Oxford Street Trust)
Management Services. The Adviser shall maintain will perform (or arrange for the existence performance by its affiliates) the management and records administrative services necessary for the operation of the Portfolio's wholly owned subsidiary Trust.
A. Subject to the supervision of the Trustees, and unless otherwise provided herein the Adviser shall be responsible for the day to day business activities of the Trust and shall perform the following additional services:
(1) The Adviser willall services appropriate thereto, at its expense, furnish including: (i) all necessary investment and management facilitiesproviding for members of its organization to serve without salaries as Trustees, including salaries officers, or agents of personnel required for it to execute its duties faithfully, and the Trust; (ii) administrative facilities, including bookkeeping, clerical personnel and equipment furnishing at its expense such office space as may be necessary for the efficient suitable conduct of the investment affairs Trust's business (other than pricing and bookkeeping) and all necessary light, heat, telephone service, office equipment stationery, and stenographic, clerical, mailing and messenger service in connection with such office; (iii) on behalf of the Portfolio Funds of the Trust, supervising relations with, and monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable; (excluding determination iv) preparing all general shareholder communications, including shareholder reports; (v) conducting shareholder relations; (vi) maintaining the Trust's existence and its records; (vii) during such times as shares are publicly offered, maintaining the registration and qualification of net asset values the Trust's shares under federal and state law; and (viii) investigating the development of management and shareholder accounting services (and, if appropriate, assisting in the development and implementation of such services); (2) designed to enhance the value or convenience of the Funds of the Trust as investment vehicles.
B. The Adviser will maintain all accounts, books and records with respect make available to the Portfolio Trust, promptly upon request, the Trust's investment records and ledgers as are required necessary to assist the Trust to comply with requirements of an investment adviser of a registered investment company pursuant to the 1940 Act and the rules thereunder. The Adviser agrees that such records are the property Investment Advisers Act of the Fund1940, as well as other applicable laws, and will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services which may be surrendered requested in order to ascertain whether the Fund promptly upon request. Fidelity Management and Research Company (hereinafter called the "Administrator" or "FMR") shall be granted reasonable access to the records and documents in the Adviser's possession relating to the Portfolio; (3) the Adviser shall provide such information as is necessary to enable the Administrator and its affiliates to prepare and update the Fund's registration statement (and any supplement thereto) and the Portfolio's financial statements. The Adviser understands that the Fund and the Administrator and its affiliates will rely on such information in the preparation operations of the Fund's registration statement Trust are being conducted in a manner consistent with applicable laws and the Portfolio's financial statements, and hereby covenants that any such information approved by the Adviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects; and (4) the Adviser will vote the Portfolio's investment securities in the manner in which the Adviser believes to be in the best interests of the Portfolio, and shall review its proxy voting activities on a periodic basis with the Trusteesregulations. The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund Trust as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this ContractAgreement. Should the Trust have occasion to call upon the Adviser for services not herein contemplated or through the Adviser to arrange for the services of others, the Adviser will act for the Trust upon request to the best of its ability, the compensation for its services to be agreed upon with respect to each such occasion as it arises.
C. The Adviser will not furnish the Trust the following services under this Agreement:
(i) determinations of the Trust's net assets and the net asset value per share of its shares ("pricing");
(ii) maintenance of accounts, books and records as required by Section 31(a) of the 1940 Act and the rules thereunder ("bookkeeping"); and
(iii) provision of custodian services, transfer agent services, dividend disbursement and reinvestment services, shareholder services, or shareholder recordkeeping services.
Appears in 2 contracts
Sources: Management Agreement (Allmerica Prime Trust), Management Agreement (Veravest Trust)
Management Services. The Adviser shall maintain Subject to the existence supervision and records direction of the Portfolio's wholly owned subsidiary and Board of Trustees of the Trust, the Adviser undertakes to perform the following additional services:
services to the extent that no other party is obligated to perform them on behalf of the Funds: (1a) The Adviser willassisting in the preparation of materials for meetings of the Board of Trustees, at its expense(b) coordinating and preparation of proxy statements and annual and semi-annual reports to the Funds’ shareholders, furnish (ic) preparing all necessary investment and management facilitiesgeneral shareholder communications, including salaries shareholder reports; (d) conducting shareholder relations; (e) investigating the development of personnel required for it and developing and implementing, if appropriate, management and shareholder services designed to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for enhance the efficient conduct value or convenience of the Funds as investment affairs of the Portfolio (excluding determination of net asset values and shareholder accounting services)vehicles; (2f) the Adviser will maintain all accounts, books and records with respect to the Portfolio as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and the rules thereunder. The Adviser agrees that such records are the property of the Fund, and will be surrendered to the Fund promptly upon request. Fidelity Management and Research Company (hereinafter called the "Administrator" or "FMR") shall be granted reasonable access to the records and documents in the Adviser's possession relating to the Portfolio; (3) the Adviser shall provide such information as is necessary to enable the Administrator and its affiliates to prepare and update the Fund's registration statement (and any supplement thereto) and the Portfolio's financial statements. The Adviser understands that the Fund and the Administrator and its affiliates will rely on such information assisting in the preparation of the Fund's registration statement Funds’ tax returns; (g) assisting in the development, preparing and ongoing monitoring of the Portfolio's financial statementsbusiness continuity and crisis management programs for the Funds; (h) preparing and monitoring the Funds’ policies and procedures including valuation procedures, compliance procedures, affiliate procedures, risk management procedures and monitoring the investment policies, investment restrictions, and hereby covenants that any such information approved by diversification requirements and taking all reasonable action in the Adviser expressly performance of its obligations under this Agreement.; (i) providing the valuation and pricing of the Funds’ portfolios and reviewing and making recommendations for use in such registration and/or financial statements shall be true and complete in all material respectsthe valuation procedures for the Funds; and (4j) monitoring the Adviser will vote the Portfolio's investment securities performance of, custodians, depositories, transfer and Fund pricing agents, Fund accountants, administrators, underwriters, pricing services and other persons retained or employed in the manner in which the Adviser believes to be in the best interests of the Portfolio, and shall review its proxy voting activities on a periodic basis with the Trustees. The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine any capacity deemed to be necessary or useful to perform desirable and taking all reasonable action in the performance of its obligations under this ContractAgreement to assure that all necessary information is made available to each of them. In performing all services under this Agreement, the Adviser shall act in conformity with applicable law, the Trust’s Master Trust Agreement and By-Laws, and all amendments thereto, and the investment objective, investment policies and other practices and policies set forth in the Trust’s Registration Statement, as such Registration Statement and practices and policies may be amended from time to time.
Appears in 1 contract
Sources: Investment Advisory Agreement (Artio Global Investment Funds)
Management Services. The Adviser Manager shall maintain be solely responsible for the existence and records business operation of the Portfolio's wholly owned subsidiary Sites and perform assumes responsibility for the management of all non-medical aspects of the Sites, except as otherwise specifically prohibited by law or limited by this Agreement, and shall provide the following additional services:
(1) The Adviser will, at its expense, furnish (i) Manager shall lease, acquire or otherwise procure one or more Sites in which P.C. shall conduct its practice.
ii) Manager shall provide all reasonable and necessary medical equipment, furnishings and furniture required in the day-to-day operation of the Sites. MANAGER SUPPLIES THE EQUIPMENT AS IS. MANAGER IS NOT A MANUFACTURER OF, AND IS NOT ENGAGED IN THE SALE OR DISTRIBUTION OF, THE EQUIPMENT. MANAGER IS NOT AN AGENT OF THE MANUFACTURER OF THE SELLER OF THE EQUIPMENT. MANAGER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING THE MERCHANTABILITY, FITNESS, DESIGN OR SUITABILITY FOR ANY PURPOSE OR ANY CONDITION OF, OR THE QUALITY OR CAPACITY OF, OR THE MATERIAL OR WORKMANSHIP, IN THE EQUIPMENT.
iii) Manager shall employ all necessary investment clerical, secretarial and management facilities, including salaries of bookkeeping personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment reasonably necessary for the efficient conduct of P.C.'s operations at the investment affairs Sites. Manager shall determine and cause to be paid the salaries and fringe benefits of all such personnel.
iv) Manager shall assist in negotiating employment agreements or contracts with therapists, nursing staff, technicians and other allied and ancillary health care personnel. All persons whose services are billed to Medicare, Medicaid or other third-party payors shall be employed by P.C.; except to the extent applicable law authorizes ▇▇▇▇▇▇▇▇ by P.C. for supervised services rendered by persons not employed by P.C.
v) Manager shall administer P.C.'s payroll and personnel-related activities.
vi) Manager shall supervise all of Manager's employees; provided, however, that P.C. shall supervise Professionals to the extent necessary to maintain P.C.'s responsibility for the medical aspects of the Portfolio (excluding determination practice and to comply with requirements of net asset values and shareholder accounting services); (2applicable law.
vii) the Adviser will maintain all accounts, books and records with respect to the Portfolio as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and the rules thereunder. The Adviser agrees that such records are the property of the Fund, and will be surrendered to the Fund promptly upon request. Fidelity Management and Research Company (hereinafter called the "Administrator" or "FMR") shall be granted reasonable access to the records and documents in the Adviser's possession relating to the Portfolio; (3) the Adviser shall provide such information as is necessary to enable the Administrator and its affiliates to prepare and update the Fund's registration statement (and any supplement thereto) and the Portfolio's financial statements. The Adviser understands that the Fund and the Administrator and its affiliates will rely on such information in the preparation of the Fund's registration statement and the Portfolio's financial statements, and hereby covenants that any such information approved by the Adviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects; and (4) the Adviser will vote the Portfolio's investment securities in the manner in which the Adviser believes to be in the best interests of the Portfolio, and shall review its proxy voting activities on a periodic basis with the Trustees. The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser Manager shall, subject to review unless prohibited by the Board of Trusteeslaw, furnish such other services order and procure all Medical Supplies (as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.hereinafter defined),
Appears in 1 contract
Sources: Management and Services Agreement (U S Physicians Inc)
Management Services. The Adviser shall maintain the existence and records of the Portfolio's wholly owned subsidiary and perform the following additional servicesManager will:
(1a) The Adviser will, at its expense, furnish provide the following services to the Issuer without the Issuer's further direction:
(i) all necessary investment and management facilities, including salaries of personnel required cause the Bond executed by the Issuer to be delivered to the Indenture Trustee for it to execute its duties faithfully, and authentication;
(ii) administrative facilitiescause a definitive Bond to be prepared;
(iii) cause to be kept a Bond Register and appoint successor Bond Registrars, including bookkeepingif any;
(iv) in connection with the original issuance of the Bond, clerical personnel prepare all Issuer Requests and equipment Issuer Orders in connection with authentication and delivery of the Bond; obtain Opinions of Counsel; prepare Officers' Certificates and supply necessary supporting documents; supply insurance policies, surety bonds, instructions, opinions and such other documents as may be required by the terms of the Indenture or by the Indenture Trustee;
(v) appoint a Bond Paying Agent, if different from the Indenture Trustee, and direct the Indenture Trustee to deposit funds with such Bond Paying Agent, if required; cause the Bond Paying Agent to execute and deliver instruments to the Indenture Trustee, if required;
(vi) prepare for execution by the Issuer and file or record all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments necessary for the efficient conduct protection of the investment affairs Trust Estate;
(vii) supply Opinions of Counsel as to the Trust Estate;
(viii) monitor the Issuer's and other Persons' (including the Master Servicer's) performance of obligations and notify the Issuer and the Indenture Trustee of any event of default;
(ix) prepare and deliver on behalf of the Portfolio Issuer annual statements as to compliance with the Indenture and other documents to which the Issuer is a party;
(excluding determination x) record the Assignments of net asset values Mortgage and shareholder accounting services); (2) deliver the Adviser will maintain all accounts, books and records with respect recorded Assignments to the Portfolio Indenture Trustee;
(xi) monitor the Issuer's obligations as are required to satisfaction and discharge of an investment adviser of a registered investment company pursuant the Indenture and report to the 1940 Act Issuer any failure in the satisfaction of such obligations;
(xii) give notice to the Bondholder of the resignation of the Indenture Trustee and the rules thereunder. The Adviser agrees that such records are appointment of any successor Indenture Trustee;
(xiii) furnish the property Indenture Trustee with names and addresses of the Fund, and will be surrendered Bondholder to the Fund promptly upon request. Fidelity Management and Research Company extent required;
(hereinafter called the "Administrator" or "FMR"xiv) shall be granted reasonable access to the records and documents in the Adviser's possession relating to the Portfolio; (3) the Adviser shall provide such information as is necessary to enable the Administrator and its affiliates to prepare and update the Fund's registration statement (and any supplement thereto) and the Portfolio's financial statements. The Adviser understands that the Fund and the Administrator and its affiliates will rely on such information in the preparation of the Fund's registration statement and the Portfolio's financial statements, and hereby covenants that any such information approved for execution by the Adviser expressly for use in such registration and/or financial statements shall be true Issuer and complete in file all material respects; and (4) the Adviser will vote the Portfolio's investment securities in the manner in which the Adviser believes documents required to be in the best interests of the Portfolio, and shall review its proxy voting activities filed on a periodic basis with the Trustees. The Adviser shall also furnish Securities and Exchange Commission and file such reports, evaluations, information or analyses documents with the Indenture Trustee and deliver summaries of such documents to the Fund Bondholder; monitor the Issuer's compliance with provisions of TIA Section 314(a);
(xv) prepare and deliver to the Issuer for execution, as appropriate, and then deliver to the Fund's Board Indenture Trustee all documents and opinions and take all appropriate action with respect to the release of Trustees the Mortgage Loans;
(xvi) with the consent of the Issuer, appoint Independent accountants and any successors and direct such Independent accountants or successors to prepare and deliver reports or certificates to the extent required by the Indenture;
(xvii) prepare for execution and deliver on behalf of the Issuer certificates or Opinions of Counsel with respect to compliance with the Indenture;
(xiii) record the Indenture, if required;
(xix) cause to be prepared for execution by the Issuer and delivered or filed, all tax returns, financial statements and such annual or other reports of the Issuer or the Owner Trustee, in its capacity as such, as may request be required pursuant to the Trust Agreement;
(xx) cause to be calculated the original issue discount with regard to the Bond as requested from time to time or as the Adviser may deem time;
(xxi) cause to be desirable. The Adviser shall make recommendations prepared for execution by the Issuer and filed, recorded or delivered, such statements, instruments, notices, documents, agreements and certificates or other papers required of the Issuer pursuant to Section 5.1 of the Fund's Board Trust Agreement;
(xxii) deliver, on behalf of Trustees the Issuer, all documents and instruments with respect to Fund policies, and shall carry out such policies each Mortgage Loan as are adopted required by the Trustees. The Adviser shallMaster Servicing Agreement; and
(xxiii) deliver, subject on behalf of the Issuer, a notice of redemption to review by the Board Indenture Trustee and any other notice of Trustees, furnish such other services as exercise of rights to remove Mortgage Loans from the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.Indenture;
Appears in 1 contract
Sources: Management Agreement (American Residential Eagle Inc)
Management Services. The Adviser shall maintain the existence and records of the Portfolio's wholly owned subsidiary and perform the following additional services:
(1) The Investment Adviser willwill perform, at or arrange for its expenseaffiliates to perform, furnish (i) all necessary investment and the management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment services necessary for the efficient conduct operation of the investment affairs of the Portfolio (excluding determination of net asset values and shareholder accounting services); (2) the Funds. The Investment Adviser will maintain all accountsprovide the Funds with office space, books facilities, equipment and records with respect to the Portfolio as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and the rules thereunder. The Adviser agrees that such records are the property of the Fund, and will necessary personnel (which may be surrendered to the Fund promptly upon request. Fidelity Management and Research Company (hereinafter called the "Administrator" or "FMR") shall be granted reasonable access to the records and documents in the Adviser's possession relating to the Portfolio; (3) the Adviser shall provide such information as is necessary to enable the Administrator and its affiliates to prepare and update the Fund's registration statement (and any supplement theretoown) and the Portfolio's financial statements. The Adviser understands that the Fund and the Administrator and its affiliates will rely on such information in the preparation of the Fund's registration statement and the Portfolio's financial statements, and hereby covenants that any such information approved by the Adviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects; and (4) the Adviser will vote the Portfolio's investment securities in the manner in which the Adviser believes to be in the best interests of the Portfolio, and shall review its proxy voting activities on a periodic basis with the Trustees. The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund other services as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shallInvestment Adviser, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time will determine to be necessary or useful to perform its obligations under this ContractAgreement. The Investment Adviser, also on behalf of the Funds, will conduct affairs with custodians, depositories, transfer agents, pricing agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.
(2) The Investment Adviser will, subject to the supervision of the Board of Trustees, perform various services for the Funds, including but not limited to: (i) preparing all general shareholder communications, including shareholder reports; (ii) conducting shareholder relations; (iii) maintaining Funds' existence and records; (iv) maintaining the registration and qualification of the Funds' shares under federal and state law; (v) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Funds as investment vehicles; (vi) overseeing the determination and publication of each Fund's net asset value in accordance with the policies as adopted from time to time by the Board of Trustees; (vii) overseeing the preparation and filing of the Funds' federal, state and local income tax returns and any other required tax returns; (viii) reviewing the appropriateness of and arranging for payment of the Funds' expenses; (ix) preparing (or overseeing the preparation) for review and approval by officers of the Funds' financial information for the Funds' semi-annual and annual reports, proxy statements and other communications with shareholders required or otherwise to be sent to shareholders, and arrange for the printing and dissemination of such reports and communications to shareholders; (x) preparing (or overseeing the preparation) for review by an officer of the Trust the Trust's periodic financial reports required to be filed with the SEC on applicable Forms N-SAR, N-CSR, N-Q, N-PORT, N-CEN, N-LIQUID and such other reports, forms and filings, as may be mutually agreed upon; (xi) preparing reports relating to the business and affairs of the Funds as may be mutually agreed upon and not otherwise appropriately prepared by the Funds' custodian, counsel or auditors; (xii) making such reports and recommendations to the Board of Trustees concerning the performance of the independent accountants as the Board of Trustees may reasonably request or deems appropriate; (xiv) making such reports and recommendations to the Board of Trustees concerning the performance and fees of the Funds' custodian, transfer agent, administrator and dividend disbursing agent as the Board of Trustees may reasonably request or deems appropriate; (xv) overseeing and reviewing calculations of fees paid to the Funds' service providers; (xvi) determining the amounts available for distribution as dividends and distributions to be paid by each Fund to its shareholders; (xvii) providing the Funds' dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of dividends and distributions; (xviii) preparing such information and reports as may be required by any party from which the Funds borrows funds; and (xix) providing such assistance to the custodian and the Funds' counsel and auditors as generally may be required to properly carry on the business and operations of each Fund.
(3) The Investment Adviser will authorize and permit any of its principals, officers and employees who may be elected or appointed as trustees or officers of the Trust to serve in the capacities in which they are elected or appointed. Services to be furnished by the Investment Adviser under this Agreement may be furnished through the medium of any of such principals, officers, or employees. The Investment Adviser generally will monitor each Fund's compliance with investment policies and restrictions as set out in filings made by the Trust under the federal securities laws. The Investment Adviser will make reports to the Board of Trustees of its performance of obligations under this Agreement and furnish advice and recommendations with respect to such other aspects of the business and affairs of the Trust and the Funds as the Trust will determine to be desirable.
Appears in 1 contract
Sources: Investment Management Agreement (Cushing ETF Trust)
Management Services. The Adviser shall maintain the existence and records of the Portfolio's wholly owned subsidiary and perform the following additional servicesManager will:
(1a) The Adviser will, at its expense, furnish provide the following services to the Issuer without the Issuer's further direction:
(i) all necessary investment and management facilities, including salaries of personnel required cause the Notes executed by the Issuer to be delivered to the Indenture Trustee for it to execute its duties faithfully, and authentication;
(ii) administrative facilitiescause definitive Notes to be prepared;
(iii) cause to be kept a Note Register and appoint successor Note Registrars, including bookkeepingif any;
(iv) in connection with the original issuance of the Notes, clerical personnel prepare all Issuer Requests and equipment Issuer Orders in connection with authentication and delivery of the Notes; obtain Opinions of Counsel; prepare Officers' Certificates and supply necessary supporting documents; supply insurance policies, surety bonds, instructions, opinions and such other documents as may be required by the terms of the Indenture or by the Indenture Trustee;
(v) appoint a Note Paying Agent, if different from the Indenture Trustee, and direct the Indenture Trustee to deposit funds with such Note Paying Agent, if required; cause the Note Paying Agent to execute and deliver instruments to the Indenture Trustee, if required;
(vi) prepare for execution by the Issuer and file or record all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments necessary for the efficient conduct protection of the investment affairs Trust Estate;
(vii) supply Opinions of Counsel as to the Trust Estate;
(viii) monitor the Issuer's and other Persons' (including the Master Servicer's) performance of obligations and notify the Issuer and the Indenture Trustee of any event of default;
(ix) prepare and deliver on behalf of the Portfolio Issuer annual statements as to compliance with the Indenture and other documents to which the Issuer is a party;
(excluding determination x) affix the Indenture Trustee's name to each assignment of net asset values and shareholder accounting services); (2) the Adviser will maintain all accountsMortgage and, books and records with respect except to the Portfolio as are required extent otherwise provided in the Master Servicing Agreement, record the Assignments of an investment adviser of a registered investment company pursuant Mortgage and deliver the recorded Assignments to the 1940 Act Custodian;
(xi) monitor the Issuer's obligations as to satisfaction and discharge of the Indenture and report to the Issuer any failure in the satisfaction of such obligations;
(xii) give notice to the Noteholders of the resignation of the Indenture Trustee and the rules thereunder. The Adviser agrees that such records are appointment of any successor Indenture Trustee;
(xiii) furnish the property Indenture Trustee with names and addresses of the Fund, and will be surrendered Noteholders to the Fund promptly upon request. Fidelity Management and Research Company extent required;
(hereinafter called the "Administrator" or "FMR"xiv) shall be granted reasonable access to the records and documents in the Adviser's possession relating to the Portfolio; (3) the Adviser shall provide such information as is necessary to enable the Administrator and its affiliates to prepare and update the Fund's registration statement (and any supplement thereto) and the Portfolio's financial statements. The Adviser understands that the Fund and the Administrator and its affiliates will rely on such information in the preparation of the Fund's registration statement and the Portfolio's financial statements, and hereby covenants that any such information approved for execution by the Adviser expressly for use in such registration and/or financial statements shall be true Issuer and complete in file all material respects; and (4) the Adviser will vote the Portfolio's investment securities in the manner in which the Adviser believes documents required to be in the best interests of the Portfolio, and shall review its proxy voting activities filed on a periodic basis with the Trustees. The Adviser shall also furnish Securities and Exchange Commission and file such reports, evaluations, information or analyses documents with the Indenture Trustee and deliver summaries of such documents to the Fund Noteholders; monitor the Issuer's compliance with provisions of TIA Section 314(a);
(xv) prepare and deliver to the Issuer for execution, as appropriate, and then deliver to the Fund's Board Indenture Trustee all documents and opinions and take all appropriate action with respect to the release of Trustees the Mortgage Loans;
(xvi) with the consent of the Issuer, appoint Independent accountants and any successors and direct such Independent accountants or successors to prepare and deliver reports or certificates to the extent required by the Indenture;
(xvii) prepare for execution and deliver on behalf of the Issuer certificates or Opinions of Counsel with respect to compliance with the Indenture;
(xiii) record the Indenture, if required;
(xix) cause to be prepared for execution by the Issuer and delivered or filed, all tax returns, financial statements and such annual or other reports of the Issuer or the Owner Trustee, in its capacity as such, as may request be required pursuant to the Trust Agreement;
(xx) cause to be calculated the original issue discount with regard to the Notes as requested from time to time or as the Adviser may deem time;
(xxi) cause to be desirable. The Adviser shall make recommendations prepared for execution by the Issuer and filed, recorded or delivered, such statements, instruments, notices, documents, agreements and certificates or other papers required of the Issuer pursuant to Section 5.01 of the Fund's Board Trust Agreement;
(xxii) deliver, on behalf of Trustees the Issuer, all documents and instruments with respect to Fund policies, and shall carry out such policies each Mortgage Loan as are adopted required by the Trustees. The Adviser shallMaster Servicing Agreement; and
(xxiii) deliver, subject on behalf of the Issuer, a notice of redemption to review by the Board Indenture Trustee and any other notice of Trustees, furnish such other services as exercise of rights to remove Mortgage Loans from the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.Indenture;
Appears in 1 contract
Sources: Management Agreement (Bear Stearns Asset Backed Securities Inc)
Management Services. The Adviser Manager shall maintain provide or cause to be provided all services reasonably required to administer the existence and records of the Portfolio's wholly owned subsidiary and perform the following additional services:
(1) The Adviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Portfolio (excluding determination of net asset values Condominium and shareholder accounting services); (2) the Adviser will maintain all accounts, books and records its operations with respect to the Portfolio Units and the Common Elements at all times in a manner consistent with the provisions of the Condominium Instruments and ▇▇▇▇-▇▇▇▇▇▇▇ Standards and subject to the terms and conditions set forth in this Agreement and Applicable Laws. Nothing contained in the first sentence of Section 4.4.1 shall in any way limit Manager’s obligations to make appropriate personnel available to provide all Management Services reasonably required to administer the affairs of the Condominium and its operations with respect to the Units and the Common Elements at all times in a manner consistent with the provisions of the Condominium Instruments and subject to the terms and conditions set forth in this Agreement; provided, however, that Manager is authorized, subject to this Agreement, to retain and employ such attorneys, accountants, consultants, third-party vendors and other professionals and experts whose services Manager deems reasonably necessary or appropriate to effectively perform the Management Services, and Manager shall employ the same on such basis as are required it deems most beneficial to the Condominium consistent with the Budget or as otherwise permitted by this Agreement. Manager is hereby authorized to perform, or to engage third party vendors, experts or consultants to perform, each of an investment adviser of a registered investment company the services set forth in this Section 4, and shall have all the powers that the Condominium has pursuant to the 1940 Act and the rules thereunder. The Adviser agrees that such records are the property of the Fund, and will be surrendered to the Fund promptly upon request. Fidelity Management and Research Company (hereinafter called the "Administrator" or "FMR") shall be granted reasonable access to the records and documents in the Adviser's possession relating to the Portfolio; (3) the Adviser shall provide such information as is necessary to enable the Administrator and its affiliates to prepare and update the Fund's registration statement (and any supplement thereto) and the Portfolio's financial statements. The Adviser understands that the Fund and the Administrator and its affiliates will rely on such information in the preparation of the Fund's registration statement and the Portfolio's financial statements, and hereby covenants that any such information approved by the Adviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects; and (4) the Adviser will vote the Portfolio's investment securities in the manner in which the Adviser believes to be in the best interests of the Portfolio, and shall review its proxy voting activities on a periodic basis with the Trustees. The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shallCondominium Instruments, subject to review by any limitations contained in the Board of TrusteesCondominium Instruments or the Condominium Act, furnish such other services as to the Adviser shall from time to time determine to be extent reasonably necessary or useful appropriate to perform its duties and obligations under this ContractAgreement. In performing its duties under this Agreement (excluding the performance of Additional Services to be paid by Unit Owners) Manager shall be deemed to be acting on and for the account of the Condominium. Except as otherwise expressly provided, Manager shall perform the Management Services for the Condominium in return for payment of the Management Fee as provided for in Section 6.1 of this Agreement. In addition to payment of the Management Fee, the Condominium shall also be responsible to pay all costs and expenses reasonably incurred by Manager or any third party engaged by Manager pursuant to this Agreement in the performance of the Management Services (including without limitation, the cost and expense of all personnel employed by Manager to carry out the services to be performed hereunder, the cost of third party vendors, experts and consultants engaged by Manager to provide the services to be performed, postage, delivery charges, photocopy charges, facsimile charges, and similar costs and expenses), all such costs and expenses to be consistent with the Budget (subject to permitted variances as set forth in Section 4.1.1(a)). The Management Fee and the costs and expenses reasonably incurred by Manager in the performance of the Management Services shall be deemed Common Expenses of the Condominium, provided the same are incurred by Manager consistent with the Budget (subject to permitted variances as set forth in Section 4.1.1(a)) or as otherwise permitted by this Agreement.
Appears in 1 contract
Sources: Residential Management Agreement
Management Services. The Adviser shall maintain (a) Consistent with the existence objectives, policies and records of the Portfolio's wholly owned subsidiary and perform the following additional services:
(1) The Adviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Portfolio (excluding determination of net asset values and shareholder accounting services); (2) the Adviser will maintain all accounts, books and records with respect to the Portfolio as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and the rules thereunder. The Adviser agrees that such records are the property of the Fund, and will be surrendered to the Fund promptly upon request. Fidelity Management and Research Company (hereinafter called the "Administrator" or "FMR") shall be granted reasonable access to the records and documents limitations set forth in the Adviser's possession relating Master Fund’s prospectus and statement of additional information, as may be amended or supplemented from time to time, the Portfolio; (3) the Adviser shall provide Trust’s Trust Agreement and By-Laws and such information as is necessary to enable the Administrator policies and its affiliates to prepare and update the Fund's registration statement (and any supplement thereto) and the Portfolio's financial statements. The Adviser understands that the Fund and the Administrator and its affiliates will rely on such information in the preparation of the Fund's registration statement and the Portfolio's financial statements, and hereby covenants that any such information approved by the Adviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects; and (4) the Adviser will vote the Portfolio's investment securities in the manner in which the Adviser believes to be in the best interests of the Portfolio, and shall review its proxy voting activities on a periodic basis with the Trustees. The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund instructions as the Master Fund's ’s Board of Trustees (the “Board”) may request from time to time or as establish, the Adviser may deem Manager shall have supervisory responsibility for the general management and investment operations of the Trust and the composition of the assets of each Portfolio, including the purchase, retention, exchange and disposition thereof. In this regard, the Manager shall (i) manage the investment and reinvestment of the assets of each Portfolio, (ii) continuously review, supervise and administer the investment program of each Portfolio, (iii) determine in its discretion the securities to be desirable. The Adviser shall make recommendations purchased or sold and the portion of the each such Portfolio’s assets to be held uninvested, (iv) provide the Trust with records concerning the Manager’s activities which the Trust is required to maintain and (v) render regular reports to the Fund's Trust’s officers and Board of Trustees concerning the Manager’s discharge of the foregoing responsibilities. The Manager shall discharge the foregoing responsibilities consistent with respect the objectives, policies and limitations set forth in the Master Fund’s prospectus and statement of additional information, as the same may be amended or supplemented from time to Fund policiestime with notice to the Manager, and shall carry out such policies as are adopted by in compliance with applicable laws and regulations.
(b) In addition, the Trustees. The Adviser Manager shall, subject to review by the Board ultimate supervision and direction of Trusteesthe Trustee of the Trust (the “Trustee”), furnish provide or procure certain administrative services to the Trust. In this regard, the Manager will provide to the Trust, or will arrange at its expense to be provided to the Trust, such other management and administrative services as the Adviser shall may be agreed upon from time to time determine by the Manager and the Trust. These services initially will include, among other things (a) providing to the Trust office facilities, equipment, personnel, research and statistical services, (b) monitoring compliance with the Investment Company Act of 1940, as amended (the “1940 Act”) and the Securities Act of 1933, (c) coordinating with the Trust’s Trustee, including the preparation of communications and materials related to Board meetings, (d) maintaining certain financial records and overseeing the annual audit process, (e) coordinating with regulators and preparing and filing certain regulatory reports, (f) assisting with the overall operations and management of the Trust and monitoring and oversight of its vendors and third party service providers, (g) overseeing fund expenses, preparing shareholder communications and coordinating mailings and (h) monitoring and overseeing the Fund’s governing documents.
(c) The Manager, in the performance of its duties hereunder, shall discharge the foregoing responsibilities consistent with the objectives, policies and limitations set forth in the Master Fund’s prospectus and statement of additional information, as the same may be necessary amended or useful supplemented from time to time and comply with the provisions of the Advisers Act and all rules and regulations thereunder, the U.S. Internal Revenue Code of 1986, as amended, and all rules and regulations thereunder, all other applicable U.S. federal and state law, regulations and rulings, the Trust Agreement and subject, further, to such policies and instructions as the Trustee may from time to time establish.
(d) The Manager is authorized on behalf of the Trust to perform all acts incidental to the provision of services hereunder, including without limitation, entering into agreements and executing and delivering all documents of or in connection with the investments of each Portfolio and in connection with the administration of the Trust.
(e) The Manager’s services hereunder are not deemed exclusive and the Manager shall be free to render similar services to others.
(f) Subject to Section 15 of this Agreement, the Manager shall, to the fullest extent permitted by applicable law, be permitted to delegate all, or any such part as it deems appropriate, of its obligations under this Contractdiscretionary management and investment advisory authority and responsibility hereunder to other persons or entities, including its affiliates. The Manager will continue to have responsibility for all management and advisory services furnished by any delegate.
Appears in 1 contract
Sources: Management Agreement (AIP Alternative Lending Fund A)
Management Services. The Adviser shall maintain the existence and records of the Portfolio's wholly owned subsidiary and perform the following additional services:
(1) The Investment Adviser willwill perform, at or arrange for its expenseaffiliates to perform, furnish (i) all necessary investment and the management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment services necessary for the efficient conduct operation of the investment affairs of the Portfolio (excluding determination of net asset values and shareholder accounting services); (2) the RXF. The Investment Adviser will maintain all accounts, books and records provide RXF with respect to the Portfolio as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and the rules thereunder. The Adviser agrees that such records are the property of the Fund, and will necessary personnel (which may be surrendered to the Fund promptly upon request. Fidelity Management and Research Company (hereinafter called the "Administrator" or "FMR") shall be granted reasonable access to the records and documents in the Adviser's possession relating to the Portfolio; (3) the Adviser shall provide such information as is necessary to enable the Administrator and its affiliates to prepare and update the Fund's registration statement (and any supplement theretoown) and the Portfolio's financial statements. The Adviser understands that the Fund and the Administrator and its affiliates will rely on such information in the preparation of the Fund's registration statement and the Portfolio's financial statements, and hereby covenants that any such information approved by the Adviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects; and (4) the Adviser will vote the Portfolio's investment securities in the manner in which the Adviser believes to be in the best interests of the Portfolio, and shall review its proxy voting activities on a periodic basis with the Trustees. The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund other services as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shallInvestment Adviser, subject to review by the Board of TrusteesBoard, furnish such other services as the Adviser shall from time to time will determine to be necessary or useful to perform its obligations under this ContractAgreement. The Investment Adviser, on behalf of RXF, can conduct affairs with custodians, depositories, transfer agents, pricing agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.
(2) The Investment Adviser will, subject to the supervision of the Board, perform various services for RXF, including but not limited to: (i) preparing all general shareholder communications, including shareholder reports; (ii) conducting shareholder relations; (iii) maintaining RXF’s existence and its records; (iv) during such times as shares are publicly offered, maintaining the registration and qualification of RXF’s shares under federal and state law; (v) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of RXF as an investment vehicle; (vi) overseeing the determination and publication of RXF’s net asset value in accordance with RXF’s policy as adopted from time to time by the Board; (vii) overseeing the preparation and filing of RXF’s federal, state and local income tax returns and any other required tax returns; (viii) reviewing the appropriateness of and arranging for payment of RXF’s expenses; (ix) preparing (or overseeing the preparation) for review and approval by officers of RXF financial information for RXF’s semi-annual and annual reports, proxy statements and other communications with shareholders required or otherwise to be sent to RXF shareholders, and arrange for the printing and dissemination of such reports and communications to shareholders; (x) preparing (or overseeing the preparation) for review of RXF’s periodic financial reports required to be filed with the SEC on Form N-SAR, N-CSR and such other reports, forms and filings, as may be mutually agreed upon; (xi) preparing reports relating to the business and affairs of RXF as may be mutually agreed upon and not otherwise appropriately prepared by RXF’s custodian, counsel or auditors; (xii) preparing (or overseeing the preparation of) such information and reports as may be required by any stock exchange or exchanges on which RXF’s shares are listed; (xiii) making or arranging for the preparation of such reports and recommendations to the Board concerning the performance of the independent accountants as the Board may reasonably request or deems appropriate; (xiv) making (or overseeing the preparation of) such reports and recommendations to the Board concerning the performance and fees of RXF’s custodian, transfer agent, administrator and dividend disbursing agent as the Board may reasonably request or deems appropriate; (xv) overseeing and reviewing calculations of fees paid to RXF’s service providers; (xvi) reviewing implementation of any share purchase programs authorized by the Board; (xvii) determining the amounts available for distribution as dividends and distributions to be paid by RXF to its shareholders; (xviii) preparing and arranging for the printing of dividend notices to shareholders; (xix) providing RXF’s dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of dividends and distributions and to implement RXF’s dividend reinvestment plan; (xx) preparing such information and reports as may be required by any party from which RXF borrows; (xxi) providing such assistance to the custodian and RXF’s counsel and auditors as generally may be required to properly carry on the business and operations of RXF; and (xxii) assisting in the preparation and filing of Forms 3, 4, and 5 pursuant to Section 16 of the Securities Exchange Act of 1934 (the “1934 Act”), and Section 30(f) of the 1940 Act for the officers and directors of RXF, such filings to be based on information provided by those persons.
(3) The Investment Adviser will authorize and permit any of its principals, officers and employees who may be elected or appointed as directors or officers of RXF to serve in the capacities in which they are elected or appointed. Services to be furnished by the Investment Adviser under this Agreement may be furnished through the medium of any of such principals, officers, or employees. The Investment Adviser generally will monitor RXF’s compliance with investment policies and restrictions as set out in filings made by RXF under the federal securities laws. The Investment Adviser will make reports to the Board of its performance of obligations under this Agreement and furnish advice and recommendations with respect to such other aspects of the business and affairs of RXF as RXF will determine to be desirable.
Appears in 1 contract
Sources: Investment Management Agreement (REIT Exchange Fund, Inc.)
Management Services. The Adviser shall maintain Subject to the existence supervision and records direction of the Portfolio's wholly owned subsidiary and Board of Directors of the Company, the Adviser undertakes to perform the following additional services:
services to the extent that no other party is obligated to perform them on behalf of the Company: (1a) The Adviser willassisting in the preparation of materials for meetings of the Board of Directors, at its expense(b) coordinating and preparation of proxy statements and annual and semi-annual reports to the Company’s shareholders, furnish (ic) preparing all necessary investment and management facilitiesgeneral shareholder communications, including salaries shareholder reports; (d) conducting shareholder relations; (e) investigating the development of personnel required for it and developing and implementing, if appropriate, management and shareholder services designed to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for enhance the efficient conduct value or convenience of the Company as an investment affairs of the Portfolio (excluding determination of net asset values and shareholder accounting services)vehicle; (2f) the Adviser will maintain all accounts, books and records with respect to the Portfolio as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and the rules thereunder. The Adviser agrees that such records are the property of the Fund, and will be surrendered to the Fund promptly upon request. Fidelity Management and Research Company (hereinafter called the "Administrator" or "FMR") shall be granted reasonable access to the records and documents in the Adviser's possession relating to the Portfolio; (3) the Adviser shall provide such information as is necessary to enable the Administrator and its affiliates to prepare and update the Fund's registration statement (and any supplement thereto) and the Portfolio's financial statements. The Adviser understands that the Fund and the Administrator and its affiliates will rely on such information assisting in the preparation of the Fund's registration statement Company’s tax returns; (g) assisting in the development, preparing and ongoing monitoring of the Portfolio's financial statementsbusiness continuity and crisis management programs for the Company; (h) preparing and monitoring the Company’s policies and procedures including valuation procedures, compliance procedures, affiliate procedures, risk management procedures and monitoring the investment policies, investment restrictions, and hereby covenants that any such information approved by diversification requirements and taking all reasonable action in the Adviser expressly performance of its obligations under this Agreement.; (i) providing the valuation and pricing of the Company’s portfolios and reviewing and making recommendations for use in such registration and/or financial statements shall be true and complete in all material respectsthe valuation procedures for the Company; and (4j) monitoring the Adviser will vote the Portfolio's investment securities performance of, custodians, depositories, transfer and Fund pricing agents, Fund accountants, administrators, underwriters, pricing services and other persons retained or employed in the manner in which the Adviser believes to be in the best interests of the Portfolio, and shall review its proxy voting activities on a periodic basis with the Trustees. The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine any capacity deemed to be necessary or useful to perform desirable and taking all reasonable action in the performance of its obligations under this ContractAgreement to assure that all necessary information is made available to each of them. In performing all services under this Agreement, the Adviser shall act in conformity with applicable law, the Company’s Articles of Incorporation and By-Laws, and all amendments thereto, and the investment objective, investment policies and other practices and policies set forth in the Company’s Registration Statement, as such Registration Statement and practices and policies may be amended from time to time.
Appears in 1 contract
Sources: Investment Advisory Agreement (Artio Global Equity Fund Inc)
Management Services. The Adviser shall maintain the existence and records of the Portfolio's wholly owned subsidiary and perform the following additional services:
(1) The Adviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it undertakes to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Portfolio (excluding determination of net asset values and shareholder accounting services); (2) the Adviser will maintain all accounts, books and records with respect to the Portfolio act as are required of an investment adviser of a registered investment company pursuant each Fund and shall, subject to the supervision of the Trust's Board of Trustees (the "Board"), direct the investments of the Funds in accordance with the investment objectives, policies and limitations, as provided in the Funds' Prospectuses or other governing instruments, as amended from time to time, the Investment Company Act of 1940 Act and the rules thereunder, as amended from time to time (the "1940 Act"), and such other limitations as the Funds may impose by notice in writing to the Adviser. The Adviser agrees that such records are shall also furnish for the property use of the FundFunds office space and all necessary office facilities, equipment and will be surrendered to personnel for servicing the Fund promptly upon request. Fidelity Management investments of the Funds; and Research Company (hereinafter called shall pay the salaries and fees of all officers of the Trust, of all Trustees of the Trust who are "Administratorinterested persons" of the Trust or "FMR") shall be granted reasonable access to of the records Adviser and documents in of all personnel of the Adviser's possession Trust or the Adviser performing services relating to the Portfolio; (3) the Adviser shall provide such information as is necessary to enable the Administrator research, statistical and its affiliates to prepare and update the Fund's registration statement (and any supplement thereto) and the Portfolio's financial statementsinvestment activities. The Adviser understands that is authorized, in its discretion and without prior consultation with the Fund Funds, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Administrator Funds. The investment policies and all other actions of the Funds are, and shall at all times be, subject to the control and direction of the Board. The Adviser shall perform (or arrange for the performance by its affiliates of) the management and administrative services necessary for the operation of the Trust. The Adviser shall, subject to the supervision of the Board, perform various services for the Funds, including but not limited to: (i) providing the Funds with office space, equipment and facilities (which may be their own) for maintaining their organization; (ii) on behalf of the Funds, supervising relations with, and monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable; (iii) preparing all general shareholder communications, including shareholder reports; (iv) conducting shareholder relations; (v) maintaining the Trust's existence and its affiliates will rely on records; (vi) during such information in times as shares are publicly offered, maintaining the preparation registration and qualification of the Fund's registration statement Funds' shares under federal and the Portfolio's financial statements, and hereby covenants that any such information approved by the Adviser expressly for use in such registration and/or financial statements shall be true and complete in all material respectsstate law; and (4vii) investigating the Adviser will vote development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the Portfolio's investment securities in the manner in which the Adviser believes to be in the best interests value or convenience of the Portfolio, and shall review its proxy voting activities on a periodic basis with the TrusteesFunds as investment vehicles. The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund Trust as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund Trust's policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of TrusteesBoard, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this ContractAgreement.
Appears in 1 contract
Sources: Investment Management Agreement (Vericimetry Funds)