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Investment Management Agreements

Each investment manager has been appointed under an investment management agreement with the management company and the company, which can be modified from time to time to ensure the day-to-day management of the company`s investments, subject to overall supervision and responsibility of the management company. Investment management agreements generally provide that the advisor is not held liable to the client if he has no intentional misconduct, bad faith, simple or serious negligence and/or breach of the duty of loyalty. Some agreements may also provide that the client compensates the advisor for third-party claims. While you should try to reduce these types of rules, advisors tend to resist significant changes. In addition, consultants are not allowed to limit debts they would otherwise have under securities legislation. The investment management agreement expired on February 28, 2014 and KBR no longer has an investment manager of the company on the same date. Agreements between an investment advisor and his client will be translated into an investment management agreement. While the advisor usually announces his or her own form of agreement, the client must make certain decisions, can negotiate certain points and must in any case understand the fundamental terms of the agreement. If you are the customer, some of the basic conditions you want to consider are: the agreement or an annex to the agreement should set out the investment guidelines according to which the account is managed. These guidelines should not only define the account`s investment objective (for example. B the valuation of capital), but also all investment allocations (.

B for example, a target of 60% equity and 40% debt) and investment restrictions (for example, no more. B of 20% in foreign securities, only investment degree debts, no derivatives). You would like to discuss with the advisor the initial directions that you must follow in the current circumstances and risk tolerances, and review these guidelines on a regular basis. Investment rules are the primary means of monitoring the consultant`s activities, so you should make sure they are clear and comfortable with them. If you have any questions about any of the issues raised in this newsletter, contact André Brewster at 415.677.6255 or your usual lawyer Howard Rice. As of the date of this prospectus, the investment manager should be considered a representative of an independent entity acting in connection with the ordinary transaction, taking into account, among other things, the nature of his activities and the terms of his appointment and his role in the investment management agreement. Consultants often invest all or part of their accounts in investment funds, hedge funds, bank funds and other bundled vehicles. These vehicles can be managed by an unrelated consultant or manager. Consultants can also enter into contracts with unrelated managers to invest all or part of your assets as a separate account. All of these arrangements support their own expenses, which are redirected to your account. You should understand the magnitude and structure of these expenses and check whether the advisory fees are properly offset by the fees paid to the administrator of the bundled vehicle or to a separate account.

You should also be satisfied with the consultant`s diligence on all unrelated managers (to avoid the Madoff situation). The agreement should stipulate that the advisor provides his services in accordance with all laws and regulations. The agreement may also specify specific requirements, such as the registration of the advisor under the Federal Investment Advisors Act 1940 or under state law. The agreement should designate the custodian who holds the assets in the account.