Agreements with Intermediaries Sample Clauses

Agreements with Intermediaries. The Fund authorizes Price Services to enter into agreements with Intermediaries, which maintain and service Indirect Accounts, to carry out the following: · Orders. Process the purchase, sale, exchange and transfer of Fund shares by shareholders (including Retirement Accounts) and transmit and settle such orders to Price Services in accordance with procedures established by such agreement. Receipt of orders by the Intermediary by the close of the New York Stock Exchange (“NYSE”) on a day when the NYSE is open (or such other time as determined by the Fund) shall be deemed receipt by the Fund for that day’s net asset value to the extent permitted by Rule 22c-1 of the Investment Company Act of 1940 (“’40 Act”) and the agreement between Price Services and the Intermediary. · To comply with Rule 22c-2 of the ’40 Act. Enter into agreements, on behalf of the Fund, with Intermediaries who hold shares in omnibus accounts for purposes of compliance with Rule 22c-2 of the ’40 Act (“Shareholder Information Agreements”) unless such intermediary enforces the Funds’ excessive trading policy or an acceptable alternative policy or has accounts that are otherwise exempt from the policy. Price Services, or its agent, shall monitor the omnibus accounts for certain trading activity in accordance with the Fund’s excessive trading procedures and when certain activity is identified, pursuant to the Shareholder Information Agreement, Price Services, or its agent, shall request from the Intermediary Indirect Account personal and transaction data. Alternatively, Price Services, or its agent, will request and receive regular periodic reporting from Intermediaries of Indirect Account personal and transaction data. Once received, Price Services, or its agent, will review the data to determine if the Fund’s excessive trading policy has been violated. Pursuant to the terms of the Shareholder Information Agreement, if Price Services, or its agent, determines that the Fund’s policy has been violated, Price Services, or its agents, shall instruct the Intermediary to restrict or prohibit future purchases of Fund shares by Indirect Account holders (or warn these Indirect Account holders when appropriate) identified by Price Services or its agent as having violated the policy. · Fee Payments. The Funds have instituted a program whereby they may, in their discretion, pay an Intermediary or a Plan a fee to compensate the third party providing certain services to Indirect Accounts in accordance w...
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Agreements with Intermediaries. The Fund authorizes Price Services to enter into agreements with certain third party intermediaries, which include but are not limited to banks, broker-dealers, insurance companies and retirement plan recordkeepers ("Intermediary"), for the following purposes: Orders. To receive orders for Fund shares from beneficial Shareholders (including Plan Participants) and transmit such orders to Price Services in accordance with procedures established by agreement between Price Services and the Intermediary and policies and procedures adopted by Price Services. Receipt of orders by the Intermediary by the close of business on a day the New York Stock Exchange is open shall be deemed receipt of the order by the Fund for that day`s net asset value to the extent permitted by Rule 22c-1 of the Investment Company Act of 1940 ("`40 Act") and the agreement between Price Services and the Intermediary. 22c-2. To comply with Rule 22c-2 of the `00 Xxx. Price Services shall enter into agreements, on behalf of the Fund, with Intermediaries who hold shares in omnibus accounts for purposes of compliance with Rule 22c-2 of the `40 Act ("Shareholder Information Agreements"). Price Services will monitor the omnibus accounts for unusual trading activity in accordance with the Fund`s excessive trading procedures and when unusual activity is suspected, pursuant to the Shareholder Information Agreement, Price Services shall request from the Intermediary underlying Shareholder personal and transaction data. Once received, Price Services will review the data to determine if the Fund`s excessive trading policy has been violated. Pursuant to the terms of the Shareholder Information Agreement, if Price Services determines that the Fund`s policy has been violated, Price Services shall instruct the Intermediary to restrict or prohibit future purchases of Fund shares by Shareholders identified by Price Services as having violated the policy.
Agreements with Intermediaries. The Fund authorizes Price Services to enter into agreements with certain third party intermediaries such as banks, broker-dealers, insurance companies and retirement plan recordkeepers ("Intermediaries") for the purpose of receiving orders for Fund shares by the Intermediary from beneficial Shareholders and Participants. Price Services shall receive orders in accordance with procedures established by agreement with such intermediaries and policies and procedures adopted by Price Services. Receipt of orders by such third party intermediaries may be deemed receipt by the Fund to the extent permitted by Rule 22c-1 of the Investment Company Act of 1940 ("'40 Act"). Price Services may also enter into agreements on behalf of the Fund with Intermediaries who hold shares in omnibus accounts in Funds that assess redemption fees. Pursuant to these Agreements, the Intermediary agrees to assess the fee in accordance with the Fund's prospectus at the time of the redemption and remit such fees to the Fund on a monthly basis or such other mutually agreed upon time. In addition, the Funds have instituted a program whereby they may, in their discretion, pay an Intermediary or a Plan a fee to compensate the third party for certain expenses incurred as a result of providing administrative services to underlying shareholders of the Funds ("Administrative Fee Payments"). Each Fund authorizes Price Services to enter into, on its behalf, agreements with such Intermediaries or Plans for payment of such Administrative Fee Payments in consideration of such Plan or Intermediary's performance of services pursuant to the Fund's Administrative Fee Payment Program. Any payments owed under these Administrative Fee Agreements shall be the obligation of the applicable Fund, not Price Services.
Agreements with Intermediaries. The Distributor may enter into dealer or similar agreements with qualified Intermediaries it may select for the performance of Distribution Services, Shareholder Services and recordkeeping, sub-accounting and related services. These agreements for Distribution Services, Shareholder Services, and recordkeeping, sub-accounting and related services will not be inconsistent with the terms of this Agreement. In making such arrangements, the Distributor will act only as principal and not as agent for the Trust and will ensure that the parties with whom it makes such arrangements agree to carry out their responsibilities in conformance with applicable laws, rules, regulations, the provisions of the Registration Statement and the duties of Distributor as contained in this Agreement, to the extent they are applicable to such parties and their activities. No such Intermediary is authorized to act as agent for the Trust in connection with the offering or sale of Shares to the public or otherwise, except for the limited purpose of determining the time as of which transactions in Shares are deemed to have been received.

Related to Agreements with Intermediaries

  • Agreements With Insiders 11 2.26.1 Lock-Up Agreements....................................................................11 2.26.2 Right of First Refusal and Rule 144 Sales.............................................11 2.27 Subsidiaries...................................................................................11 2.28 Unaudited Financials...........................................................................12

  • Agreements with Third Parties Each member of the VL Group is in compliance in all material respects with each and every one of its obligations under agreements with third parties to which it is a party or by which it is bound, the breach of which could be expected to result in a Material Adverse Change.

  • AGREEMENTS WITH CUSTOMERS The Products are provided by the Third Party Vendor. All Terms of Use or Service as established by the Third Party Vendor and as set forth inter alia at xxxxx://xxx.xxxxxxxx.xxx/legal/migrationwiz-user-agreement/ and xxxxx://xxx.xxxxxxxx.xxx/legal/mspcomplete-access-agreement/ shall apply to the VAR’s resale activity and to the VAR’s Customers, including but not limited to the VAR’s indemnity of the Third Party Vendor based upon the VAR’s acts or omissions and including indemnity of the Third Party Vendor for any infringement claims arising from the combination by the VAR and/or Customers of Third Party Vendor’s intellectual property with the VAR or any third party’s intellectual property. The VAR agrees to provide each Customer with terms of use and gain their acceptance. You covenant, represent and warrant that you will present all Terms of Use or Service to each of your Customers and obtain their enforceable agreement to the Terms of Use or Service before permitting them to access or use the Products. You covenant, represent and warrant that no subscription for the Products shall be activated for or used by your Customers before the Customer agrees to the Terms of Use or Service. You will track and record acceptance by your Customers of the Terms of Use or Service and will provide such information to the Company upon request. The Company may modify these terms and conditions at any time. 1. PRODUCTS 2. THIRD PARTY VENDOR

  • Agreements with Foreign Banking Institutions Each agreement with a foreign banking institution shall provide that: (a) the assets of each Portfolio will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the foreign banking institution or its creditors or agent, except a claim of payment for their safe custody or administration; (b) beneficial ownership for the assets of each Portfolio will be freely transferable without the payment of money or value other than for custody or administration; (c) adequate records will be maintained identifying the assets as belonging to each applicable Portfolio; (d) officers of or auditors employed by, or other representatives of the Custodian, including to the extent permitted under applicable law the independent public accountants for the Fund, will be given access to the books and records of the foreign banking institution relating to its actions under its agreement with the Custodian; and (e) assets of the Portfolios held by the foreign sub-custodian will be subject only to the instructions of the Custodian or its agents.

  • Agreements with Subcontractors Business Associate shall enter into a Business Associate Agreement with any Subcontractor to whom it provides PHI received from Covered Entity or created or received by Business Associate on behalf of Covered Entity in which the Subcontractor agrees to the same restrictions and conditions that apply through this Agreement to Business Associate with respect to such PHI. Business Associate must enter into this Business Associate Agreement before any use by or disclosure of PHI to such agent. The written agreement must identify Covered Entity as a direct and intended third party beneficiary with the right to enforce any breach of the agreement concerning the use or disclosure of PHI. Business Associate shall provide a copy of the Business Associate Agreement it enters into with a subcontractor to Covered Entity upon request. Business associate may not make any disclosure of PHI to any Subcontractor without prior written consent of Covered Entity.

  • Conflicts with Other Agreements In the event of any conflict or inconsistency between the terms of this Agreement and any employment, severance or other agreement between the Company and the Participant, the terms of this Agreement shall govern.

  • Agreement Controls In the event that any term of any of the Loan Documents other than this Agreement conflicts with any express term of this Agreement, the terms and provisions of this Agreement shall control to the extent of such conflict.

  • Supplemental Agreements with Consent of Holders With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one Class, by Act of said Holders delivered to the Company and the Agent, the Company, when authorized by a Board Resolution, and the Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Securities; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change any Payment Date; (2) change the amount or the type of Collateral required to be Pledged to secure a Holder's Obligations under the Purchase Contract, impair the right of the Holder of any Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Income PRIDES to substitute the Treasury Securities for the Pledge Preferred Securities or the rights of holders of Growth PRIDES to substitute Preferred Securities for the Pledged Treasury Securities) or otherwise adversely affect the Holder's rights in or to such Collateral or adversely alter the rights in or to such Collateral; (3) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payments is payable; (4) impair the right to institute suit for the enforcement of any Purchase Contract; (5) reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract, increase the price to purchase shares of Common Stock upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or otherwise adversely affect the Holder's rights under any Purchase Contract; or (6) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such supplemental agreement; provided, that if any amendment or proposal referred to above would adversely affect only the Income PRIDES or the Growth PRIDES, then only the affected class of Holder as of the record date for the Holders entitled to vote thereon will be entitled to vote on such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.

  • Agreements with Other Service Providers Each Fund hereby appoints FSSC as the Fund’s agent to enter into agreements with financial intermediaries that are not registered as broker/dealers under the 1934 Act (each an “Unregistered Intermediary”) to provide Services to their customers that are Shareholders of the Fund. Each Fund agrees to pay Service Fees at an annual rate as set forth in Schedule 1 to this Agreement of up to 0.25% of the average net assets held in Fund accounts for which an Unregistered Intermediary has agreed to provide Services. Any such accounts shall not be treated as FSSC Accounts for purposes of this Agreement.

  • Control Agreements Borrower agrees that it will not transfer assets out of any Securities Accounts other than as permitted under Section 7.19 and, if to another securities intermediary, unless each of Borrower, Lender, and the substitute securities intermediary have entered into a Control Agreement. No arrangement contemplated hereby or by any Control Agreement in respect of any Securities Accounts or other Investment Property shall be modified by Borrower without the prior written consent of Lender. Upon the occurrence and during the continuance of a Default or Event of Default, Lender may notify any securities intermediary to liquidate the applicable Securities Account or any related Investment Property maintained or held thereby and remit the proceeds thereof to the Lender's Account.

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