RES 86434 - Laserfiche WebLink

Investment HanagemenV Agreement PasSfie Century Advisers', Ins. (BADVX~ERm) agree~ to ~urnis~ investment supervisory sotvises with respoo~ to. sash and casualties p~aoed unde~ its supervision to the party ("CLZKITw) whose name is set forth below, ADVZ3KR represents and warrant8 it 18 s registered investment adviser under the Investment Advisers hot of 1940, 1, Appointment of Custodian, It is understood that 'CLIENT has appointed, or will appoints a oustodian whloh may be need not be an affiliate of ADVISBR to have and take possession of the CLIENTs8 sash, 8souriSles and other assets, ADVI3BR 8hall have no assess to 8usa assets or to the inoome therefrom, ADVISgR agrees to notify CLIBNT and the oustsdims of all purehess and 8ale tramsmotion8 undertaken, ADVISER 8hall have no responsibility for shy sots or omission8 of the oustodian, inoluding, without limitation, sot8 or omissions oonneoted with the oustodiants report8 to CLIgNT or others, ADVI3gR is under no duty to enter into 8eourity tramsmotion8 relative to CLIENTts assets whioh are not readily available for delivery to CLIENT*s oustodisn by the settlement date of any 8uoh proposed tramsmotion, Unlo88 CLIENT notifies ADVISgR in writing, the 8souriSle8 plaoed under it8 supervision by CLIENT' are owned free and olear of any olientss pledges or enoumbr&noes of any kin~ whatsoever and it8 duties under. this Agreement, 2. Power8 and Obligation8 of ADVI3gR, CLIENT hereby appoints ADVI3gl to sot. a8 the CLIENTs8 agent and attorney-in-fast with full power and authority to buy, 8ell or otherwise offsot tramBastions in 8tooks, bonds, options, future8 sontreeS8 and any other 8souriSles for CLIBBTt's sooount, Although ADVISER may make 8uoh deoielon without prior sonsuit&ties with CLIENT, ADVISER agree8 to be guided by any investment purposes whlob CLIENT may furnish to it in writing, ADVISER 8hall endeavor, to the best of it8 ability, to exeroise good faith and dillgenes in the exooution of it8 duties. However, CLIENT aoknowledges that ADVISER will be aoting in an advisory oapaoity only and doe8 not guarantee the aoouraoy of information and advise furnished and does not indemnify CLIENT against 1088 for sotion8 taken or not taken in relishes on advise furnished by ADVISER, ADVISER may plaoe buy and 8ell order8 with or through 8uoh broker8 or dealer8 a8 it may 8oleoS, evaluating the full range and quality of researoh and brokerage 8erriowa obtained from 8uoh brokers or dealers in making it8 8sleetion, This may result in lnourring oommissions for the seeoust from time to time to sorer 8uoh 8errlee8 as, in ADVISERe8 opinion, a8818t in the 8upervislon of the seeoust and/or other seeoust8, It 18 the polioy and praotioe of ADVISER to seek best exeoution at the time the order i8 plsoed, Nevertheless, it i8 understood and agreed that ADVISER may pay a oommlssion on a tramsmotion in exoe88 of the amount of oommi88ion another broker or dealer would oharge, CLIENT reoognize8 and aoknow~edge8 ~hat ADVISER perform8 investment supervisory 8ervioe8 for other olient8 and may give advise and take oertain sotion with respeot to 8uoh sliest8 whioh may differ from advioe given, or the timing and nature of aotion taken with reapwet to CLIENTs8 moooust. It is ADVISgR,8 polioy, to the extent praotiosl, to allooate investment opportunities ~0 CLiENTs8 aweoust over a period of time on.a fair and equitable basis relative ~0 other olients, Aooordingly, it 18 agreed ~hat ADVISER will have no obligation to purehaas or sell for the CLIENTv8 seeoust any 8eouritie8 whioh it may purebase or sell for itself or for any other o~ient8 for whioh it sot8 a8 ADVISER.