Duties and Responsibilities of the Adviser Sample Clauses

The "Duties and Responsibilities of the Adviser" clause defines the specific obligations and tasks that the adviser is required to perform under the agreement. Typically, this includes providing expert guidance, offering recommendations, and supporting the client in areas such as strategy, compliance, or project execution, depending on the context of the engagement. By clearly outlining these expectations, the clause ensures both parties understand the adviser's role, thereby reducing misunderstandings and helping to hold the adviser accountable for their performance.
Duties and Responsibilities of the Adviser. The Adviser shall: A. Provide and maintain, at its own expense, one or more personal computers for accessing the USBFS Systems that will accommodate and be compatible with the software provided by USBFS. B. Follow any and all procedures necessary to access each of the USBFS Systems as may be set forth in any user guide or instruction manual provided and which may be amended or supplemented from time to time. C. Provide for the security of all codes and system access mechanisms relating to each of the USBFS Systems and implement such security procedures and/or devices to ensure the integrity of the USBFS Systems being accessed by the Adviser from the Adviser’s principal place of business.
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Duties and Responsibilities of the Adviser. The Adviser assumes exclusive responsibility for the consequences of any instructions it may give to USBFS concerning the Servicesand for Adviser’s failure to supply accurate information to USBFS. The Adviser shall provide USBFS with such information as is necessary for USBFS to provide the Services and will promptly notify USBFS of any problems or errors with End Users’ use of applicable Services of which the Adviser becomes aware. The Adviser’s responsibility under this Agreement with respect to the Services shall not extend beyond the terms and conditions specifically stated herein.
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Duties and Responsibilities of the Adviser. (a) Subject to the direction and control of the Board, the Adviser shall provide a continuous investment program for each Fund, including investment research and management of the investment and reinvestment of the assets of each Fund, in accordance with: (i) the 1940 Act, the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and all applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”); (ii) any other applicable provision of law or regulation, including the Internal Revenue Code of 1986, as amended; (iii) the terms of the Trust’s Declaration of Trust, as amended and restated from time to time (the “Declaration of Trust”); (iv) the Fund’s investment objectives, policies and restrictions as set forth in the Trust’s registration statement on Form N-1A, as amended from time to time (the “Registration Statement”); and (v) any policies and determinations of the Board. In connection therewith, the Adviser, as agent and attorney-in-fact with respect to each Fund, shall have full authority to make decisions to purchase and sell securities and other assets for each Fund, to exercise all voting and other rights pertaining to such securities and other assets, to place each Fund’s portfolio transactions with broker-dealers, to negotiate the terms of such transactions on behalf of such Fund (subject to the provisions of Section 3 hereof), and to perform such other functions of investment management and supervision as may be directed by the Board. The Adviser also shall have the responsibility to cause the Adviser’s officers and employees to attend meetings and furnish oral or written reports, as the Trust may reasonably request. (b) The Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and SEC requirements through which the Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (c) The Adviser has adopted and shall maintain a code of ethics complying with Rule 204A-1 of the Advisers Act. (d) To the extent prohibited by Regulation S-P, the Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Adviser represents and warrants that, in accordance with appl...
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Duties and Responsibilities of the Adviser. The Manager and the Company appoint the Adviser to (i) provide investment advisory services with respect to the investment and reinvestment of the Company’s assets, and with respect to such assets, (ii) continuously review and administer the investment program of the Company, (iii) determine in the Adviser's discretion the securities to be purchased or sold, (iv) provide the Manager and the Company with records, which the Company is required to maintain, concerning the Adviser's activities, and (v) render regular reports to the Manager and to the Company’s officers and Company Board concerning the Adviser's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities (1) in conformity with all applicable securities law, including but not limited to the Investment Company Act, the Advisers Act, the Commodity Exchange Act, as amended, the Securities Act, and the Securities Exchange Act of 1934, as amended (“Exchange Act”), (2) subject to the Manager's oversight and the control of the officers and Company Board and in compliance with such policies as the Company Board or the Trust Board may from time to time establish, (3) in compliance with the objectives, strategies, policies, and limitations for the Company set forth in the Trust's current registration statement as amended from time to time and applicable laws and regulations, and (4) in compliance with such other investment guidelines or restrictions established from time to time by the Manager or the Company which shall be communicated in writing by the Manager to Adviser in advance. The Adviser accepts such appointment and agrees to render the investment advisory services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. The Manager will make the investment decisions with respect to that portion of the Company’s assets that the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service. The Manager will instruct the Company’s custodian(s) to hold and/or transfer the Company’s assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term "Proper Instructions" shall have the meaning(s) specified in the applicable agreement(s) between the Company and its custodian(s), but generally refers to a w...
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Duties and Responsibilities of the Adviser. The Adviser shall: A. Provide and maintain, at its own expense and for the benefit of the Funds, one or more personal computers for accessing the Systems that will accommodate and be compatible with the software provided by USBFS. B. Follow any and all procedures necessary to access each of the Systems as may be set forth in any user guide or instruction manual provided and which may be amended or supplemented from time to time. C. Provide for the security of all codes and system access mechanisms relating to each of the Systems and implement such security procedures and/or devices to ensure the integrity of the Systems being accessed.
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Duties and Responsibilities of the Adviser. (a) Investment Advisory Services. The Adviser shall: (i) develop, implement and supervise a continuous investment program for the Company in a manner consistent with the investment objectives and policies of the Company; (ii) provide advice and recommendations to the Company with respect to its investments, investment policies and purchases and sales of securities and other assets; (iii) arrange for the purchase and sale of such securities and assets with the Company's administrator; (iv) specifically allocate Company assets among investment entities, including hedge funds, and separate accounts ("Portfolio Funds"), cash and other securities and investments and regularly evaluate each Portfolio Fund to determine whether its investment program is consistent with the Company's investment objective, and regularly evaluate whether each Portfolio Fund's performance and other criteria the Adviser deems applicable are satisfactory; (v) specifically reallocate Company assets among Portfolio Funds, redeem the Company's investments with Portfolio Funds and select additional Portfolio Funds subject in each case to the ultimate supervision of, and any policies established by, the Board; and (vi) take such further action as it shall deem necessary or appropriate in its capacity as Adviser. The Adviser is authorized, subject to the approval of the Board and interest holders of the Company (the "Interestholders"), to retain one of its affiliates to provide any or all of the investment advisory services required to be provided to the Company or to assist the Adviser in providing these services, subject to the requirement that the Adviser supervise the rendering of any such services to the Company by its affiliates. The Adviser also may, subject to Board approval and supervision and, if required in the 1940 Act, the approval of Interestholders, retain one or more sub-advisers that are not affiliated with the Adviser, subject to the Adviser's supervision.
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Duties and Responsibilities of the Adviser 
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Related to Duties and Responsibilities of the Adviser

  • DUTIES AND RESPONSIBILITIES OF THE COMPANY A. The Company agrees to perform the Project as described in Paragraph 3 and shall maintain operations at the Project Location for at least the Term of the Agreement. The Company made certain representations to the IEDC regarding the Project in the Company’s application and the Agreement. The Company represents and warrants that all representations, statements, and all other matters contained in the application submitted by the Company to the IEDC and the Agreement are true and complete in all materials respects. B. The Company will submit an annual report not later than the 45th day following the close of each reporting year, in the form and medium provided by the IEDC, for the period beginning with the First Eligible Taxable Year and for each Taxable Year through the end of the Reporting Period. The annual report, which shall be certified as true and correct by an authorized Company representative, shall contain the information listed in the annual report form provided by the IEDC, including but not limited to: (1.) The number of Full-Time Employees at the Project Location employed as of the end of the reporting year; (2.) The average wage of the Full-Time Employees at the Project Location employed at any point during the reporting year, reported on an hourly basis (whether paid hourly or not, e.g. a salaried employee); (3.) The aggregate actual W-2 payroll (box 1) of the Full-Time Employees at the Project Location employed at any point during the reporting year; (4.) The aggregate actual W-2 State withholdings (box 17) of the Full-Time Employees at the Project Location employed at any point during the reporting year; (5.) The amount of Capital Investment made at the Project Location during the reporting year; (6.) To substantiate the foregoing, a project employment sheet with the Full-Time Employees at the Project Location listed by employee name, including: last four

  • Duties and Responsibilities of Manager During the Term, subject to the provisions of Section 3.1 herein, Manager shall provide, in exchange for the Management Fee, all such services as are necessary and appropriate for the day-to-day administration and management of Practice in a manner consistent with good business practice, including without limitation those services set forth in this Article 2.

  • Duties and Responsibilities of the Trustee During Default; Prior to Default. With respect to the Holders of any series of Securities issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a particular series and after the curing or waiving of all Events of Default which may have occurred with respect to such series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to the Securities of a series has occurred (which has not been cured or waived) the Trustee shall exercise with respect to such series of Securities such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own wilful misconduct, except that (a) prior to the occurrence of an Event of Default with respect to the Securities of any series and after the curing or waiving of all such Events of Default with respect to such series which may have occurred: (i) the duties and obligations of the Trustee with respect to the Securities of any series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such statements, certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and (c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders pursuant to Section 5.09 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if there shall be reasonable ground for believing that the repayment of such funds or adequate indemnity against such liability is not reasonably assured to it. The provisions of this Section 6.01 are in furtherance of and subject to Section 315 of the Trust Indenture Act of 1939.

  • Duties and Responsibilities of the Servicer (a) The Servicer shall conduct the servicing, administration and collection of the Transferred Loans and shall take, or cause to be taken, all such actions as may be necessary or advisable to service, administer and collect Transferred Loans from time to time on behalf of the Borrower and as the Borrower’s agent. (b) The duties of the Servicer, as the Borrower’s agent, shall include, without limitation: (i) preparing and submitting of claims to, and post-billing liaison with, Obligors on Transferred Loans; (ii) maintaining all necessary Servicing Records with respect to the Transferred Loans and providing such reports to the Borrower, the Managing Agents and the Administrative Agent in respect of the servicing of the Transferred Loans (including information relating to its performance under this Agreement) as may be required hereunder or as the Borrower, any Managing Agent or the Administrative Agent may reasonably request; (iii) maintaining and implementing administrative and operating procedures (including, without limitation, an ability to recreate Servicing Records evidencing the Transferred Loans in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Transferred Loans (including, without limitation, records adequate to permit the identification of each new Transferred Loan and all Collections of and adjustments to each existing Transferred Loan); provided, however, that any Successor Servicer shall only be required to recreate the Servicing Records of each prior Servicer to the extent such records have been delivered to it in a format reasonably acceptable to such Successor Servicer; (iv) promptly delivering to the Borrower, any Managing Agent or the Administrative Agent, from time to time, such information and Servicing Records (including information relating to its performance under this Agreement) as the Borrower, such Managing Agent or the Administrative Agent from time to time reasonably request; (v) identifying each Transferred Loan clearly and unambiguously in its Servicing Records to reflect that such Transferred Loan is owned by the Borrower and pledged to the Administrative Agent; (vi) complying in all material respects with the Credit and Collection Policy in regard to each Transferred Loan; (vii) complying in all material respects with all Applicable Laws with respect to it, its business and properties and all Transferred Loans and Collections with respect thereto; (viii) preserving and maintaining its existence, rights, licenses, franchises and privileges as a corporation in the jurisdiction of its organization, and qualifying and remaining qualified in good standing as a foreign corporation and qualifying to and remaining authorized and licensed to perform obligations as Servicer (including enforcement of collection of Transferred Loans on behalf of the Borrower, Lenders, each Hedge Counterparty and the Collateral Custodian) in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualification would materially adversely affect (A) the rights or interests of the Borrower, Lenders, each Hedge Counterparty and the Collateral Custodian in the Transferred Loans, (B) the collectibility of any Transferred Loan, or (C) the ability of the Servicer to perform its obligations hereunder; and (ix) notifying the Borrower, each Managing Agent and the Administrative Agent of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim that is or is threatened to be (1) asserted by an Obligor with respect to any Transferred Loan; or (2) reasonably expected to have a Material Adverse Effect; and (c) The Borrower and Servicer hereby acknowledge that the Secured Parties, the Administrative Agent and the Collateral Custodian shall not have any obligation or liability with respect to any Transferred Loans, nor shall any of them be obligated to perform any of the obligations of the Servicer hereunder.

  • Duties and Responsibilities of Trustee The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In the event an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs; provided that if an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered (and, if requested, provided) to the Trustee indemnity or security satisfactory to it against any loss, liability or expense that might be incurred by it in compliance with such request or direction. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (a) prior to the occurrence of an Event of Default and after the curing or waiving of all Events of Default that may have occurred: (i) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or willful misconduct on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such certificates or opinions that by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein); (b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers of the Trustee, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; (c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a majority of the aggregate principal amount of the Notes at the time outstanding determined as provided in Section 8.04 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; (d) whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Trustee shall be subject to the provisions of this Section; (e) the Trustee shall not be liable in respect of any payment (as to the correctness of amount, entitlement to receive or any other matters relating to payment) or notice effected by the Company or any Paying Agent or any records maintained by any co-Note Registrar with respect to the Notes; (f) if any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent to the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred, unless a Responsible Officer of the Trustee had actual knowledge of such event; (g) in the absence of written investment direction from the Company, all cash received by the Trustee shall be placed in a non-interest bearing trust account, and in no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon or for losses incurred as a result of the liquidation of any such investment prior to its maturity date or the failure of the party directing such investments prior to its maturity date or the failure of the party directing such investment to provide timely written investment direction, and the Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the absence of such written investment direction from the Company; (h) in the event that the Trustee is also acting as Custodian, Note Registrar, Paying Agent, Conversion Agent, Bid Solicitation Agent or transfer agent hereunder, the rights and protections afforded to the Trustee pursuant to this Article 7 shall also be afforded to such Custodian, Note Registrar, Paying Agent, Conversion Agent, Bid Solicitation Agent or transfer agent; and (i) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes. None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers.