Manager Duties. Owner hereby gives Manager the exclusive authority and power, as agent for Owner, to provide the services listed in this Section 3 and elsewhere in this Agreement and Owner agrees to reimburse Manager and its affiliates for all expenses paid or incurred in connection therewith. For the avoidance of doubt, unless otherwise stated in this Agreement that such expenses are to be borne by Manager, all expenses related to the duties performed or caused to be performed by Manager herein with respect to the Premises shall be the responsibility of the Owner and reimbursed to Manager upon billing therefor if initially paid for by Manager. Manager shall be entitled at all times to manage the Premises in accordance with Manager’s standard operating policies and procedures all in accordance with the budget approved by Owner, except to the extent that any specific provisions contained herein are to the contrary, in which case Manager shall manage the Premises consistent with such specific provisions of this Agreement.
Manager Duties. Owner hereby gives Manager the exclusive authority and power, as agent for Owner, to provide the services listed in this Section 3 and elsewhere in this Agreement and Owner agrees to reimburse Manager, and its affiliates for all expenses paid or incurred in connection therewith. For the avoidance of doubt, unless otherwise indicated in this Agreement that such expenses are to be borne by Manager, all expenses related to the duties performed by Manager herein with respect to the Premises shall be the responsibility of the Owner and reimbursed to Manager if initially paid for by Manager. Manager shall be entitled at all times to manage the Premises in accordance with Manager’s standard operating policies and procedures all in accordance with the budget approved by Owner, except to the extent that any 115023.9 specific provisions contained herein are to the contrary, in which case Manager shall manage the Premises consistent with the specific provisions of this Agreement.
Manager Duties. The Manager agrees to provide the following services in connection with the investment of cash collateral received from the securities lending activities of each Fund of the AAdvantage Trust: (a) assist the securities lending agent (the "Agent") in determining which specific securities are available for loan, (b) monitor the Agent to ensure that securities loans are effected in accordance with its instructions and within the procedures adopted by the Board of Trustees of the AAdvantage Trust, (c) prepare appropriate periodic reports for, and seek appropriate approvals from, the Board of Trustees of the AAdvantage Trust with respect to securities lending activities, (d) respond to Agent inquiries concerning Agent's compliance with applicable guidelines, and (e) perform such other duties as necessary.
Manager Duties. The Company shall be managed by one manager (the “Manager”). The initial Manager shall be GTI. Any increase or decrease in the number of Managers shall be unanimously approved by the Management Committee. Subject to Sections 5.4 and 5.5 and the other provisions of this Agreement, the Manager shall have the following duties:
Manager Duties. The Manager agrees to provide the following services in connection with the investment of cash collateral received from the securities lending activities of each Fund of the
Manager Duties. (a) Except as provided in subsection 7.5(b) and Section 7.6, each Manager shall devote such time to the Company business as may be necessary to adequately and properly manage and supervise the Company business and affairs in an efficient and workmanlike manner and discharge his or her duties as a Manager in good faith, with the care an ordinarily prudent person would exercise in similar circumstances, and in a manner he or she believes to be in the best interest of the Company. Notwithstanding the foregoing, the failure of any Manager appointed by EDC to approve a Contract Proposal pursuant to Section 7.3(g) shall not constitute a breach of any duty imposed upon such Manager under this Agreement or the Act, and MTI and its affiliates are forever barred from bringing, and hereby waive any right to bring, any action or suit against such Manager for failure to approve a Contract Proposal.
Manager Duties. Subject to the supervision of the Fund’s Board of Trustees (the “Board”) and the Investment Adviser, the Manager will provide a continuous investment program for the Portfolios and determine the composition of the assets of the Portfolios. The Manager will provide investment research and analysis, which may include computerized investment methodology, and will conduct a continuous program of evaluation, investment, sales, and reinvestment of the Portfolios’ assets by determining the securities, cash and other investments, including futures and options contracts, if any, that shall be purchased, entered into, retained, sold, closed, or exchanged for the Portfolios, when these transactions should be executed, and what portion of the assets of the Portfolios should be held in the various securities and other investments in which it may invest, and the Manager is hereby authorized to execute and perform such services on behalf of the Portfolios. To the extent permitted by the written investment policies of the Portfolios, the Manager shall make decisions for the Portfolios as to foreign currency matters and make determinations as to the retention or disposition of foreign currencies or securities or other instruments denominated in foreign currencies, or derivative instruments based upon foreign currencies, including forward foreign currency contracts and options and futures on foreign currencies and shall execute and perform the same on behalf of the Portfolios. The Manager is authorized to and shall exercise tender offers, exchange offers and vote proxies on behalf of each Portfolio, each as the Manager determines is in the best interest of the Portfolio. In performing these duties, the Manager:
Manager Duties. Owner hereby gives Manager the exclusive authority and power, as agent for Owner, to provide the services listed in this Section 3 or elsewhere in this Agreement, and Owner agrees to reimburse Manager, its affiliates for all expenses paid or incurred in connection therewith. Manager shall be entitled at all times to manage the Premises in accordance with Manager’s standard operating policies and procedures all in accordance with the budget approved by Owner, except to the extent that any specific provisions contained herein are to the contrary, in which case Manager shall manage the Premises consistent with the specific provisions of this Agreement.
Manager Duties. Except as otherwise expressly provided in this Agreement, any Manager shall at all times act in good faith and in, or in a manner that is not contrary to, the best interests of the other Members and the Company. In managing the affairs of the Company and in dealings with the other Members, except as otherwise expressly provided in this Agreement, the Manager shall owe the same fiduciary duty to the other Members as a general partner owes to each other party in a general partnership under Delaware law, including: (a) a duty of loyalty, which requires the Manager to carry out its responsibilities with loyalty, honesty, good faith and fairness towards the Company and the Members and (b) a duty of care, which requires the Manager to discharge its duties with the diligence, care and skill that a general partner would be required under Delaware limited partnership law to exercise under similar circumstances, including, but not limited to, actions with respect to the safekeeping and use of all funds, assets and records of the Company. Unless expressly stated otherwise in this Agreement, the standard of performance applicable to the Manager as set forth in this Section 6.1(e) shall be applicable to any Manager in performing its obligations under each provision of this Agreement. The provisions of this Section 6.1(e) shall not be applicable with respect to any rights of a Manager as a Member under Section 7.5, Section 7.6, Section 10.2, Section 10.3 and Section 12.5 below (for avoidance of doubt, however, the provisions of this Section 6.1(e) shall apply to all such Sections in connection with the duties and obligations of a Manager as the Manager of the Company). Every Manager shall comply with CalPERS’ Responsible Contractor Program, a copy of which is attached as Schedule 8.
