APPOINTMENT OF BANK. 1. The Customer hereby constitutes and appoints the Bank as its agent to perform the services described herein and as more particularly described in Schedule I attached hereto (the "Services"), and the Bank hereby accepts appointment as such agent and agrees to perform the Services in accordance with the terms hereinafter set forth.
2. In connection with such appointment, the Customer shall deliver the following documents to the Bank:
(a) A certified copy of the Certificate of Incorporation or other document evidencing the Customer's form of organization (the "Charter") and all amendments thereto;
(b) A certified copy of the By-Laws of the Customer;
(c) A certified copy of a resolution of the Board of Directors of the Customer appointing the Bank to perform the Services and authorizing the execution and delivery of this Agreement;
(d) A Certificate signed by the Secretary of the Customer specifying: the number of authorized Shares, the number of such authorized Shares issued and currently outstanding, and the names and specimen signatures of all persons duly authorized by the Board of Directors of the Customer to execute any Certificate on behalf of the Customer, as such Certificate may be amended from time to time;
(e) A Specimen Share certificate for each class of Shares in the form approved by the Board of Directors of the Customer, together with a Certificate signed by the Secretary of the Customer as to such approval and covenanting to supply a new such Certificate and specimen whenever such form shall change;
(f) An opinion of counsel for the Customer, in a form satisfactory to the Bank, with respect to the validity of the authorized and outstanding Shares, the obtaining of all necessary governmental consents, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable law or regulation (i.e., if subject to registration, that they have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefor);
(g) A list of the name, address, social security or taxpayer identification number of each Shareholder, number of Shares owned, certificate numbers, and whether any "stops" have been placed; and
(h) An opinion of counsel for the Customer, in a form satisfactory to the Bank, with respect to the due authorization by the Customer and the validity and effectiveness of the use of facsimile signatures by the Bank ...
APPOINTMENT OF BANK. The Bank is hereby appointed Escrow Agent to hold and dispose of all funds paid by subscribers for Interests or reservations for such Interests, as hereinafter provided.
APPOINTMENT OF BANK. The Company and the Trust hereby appoint the Bank to act as sub-administrator with respect to the Trust for purposes of providing certain administrative services for the period and on the terms set forth in this Agreement. The Bank accepts such appointment and agrees to render the services stated herein. The Trust will initially consist of the portfolio(s) and/or class(es) of shares (each an "Investment Fund") listed in Schedule A to this Agreement. In the event that the Trust establishes one or more additional Investment Funds with respect to which the Company and the Trust wishes to retain the Bank to act as administrator hereunder, the Company and the Trust shall notify the Bank in writing. Upon written acceptance by the Bank, such Investment Fund shall become subject to the provisions of this Agreement to the same extent as the existing Investment Funds, except to the extent that such provisions (including those relating to the compensation and expenses payable by the Trust and its Investment Funds) may be modified with respect to each additional Investment Fund in writing by the Company, the Trust and the Bank at the time of the addition of the Investment Fund.
APPOINTMENT OF BANK. REPRESENTATIONS AND WARRANTIES ---------------------------------------------------
APPOINTMENT OF BANK. Each Trust hereby appoints the Bank to provide certain enhanced accounting services to the Portfolios for the period and on the terms set forth in this Agreement. The Bank accepts such appointment and agrees to render the services stated herein. In the event that any management investment company in addition to those listed above desires to have the Bank render services under the terms hereof, it shall so notify the Bank in writing, and if the Bank agrees in writing to provide such services, such management investment company shall become a Trust hereunder and be bound by all terms and conditions and provisions hereof including, without limitation, the representations and warranties set forth herein. The Bank currently provides services to the Portfolio(s) listed in Exhibit 1 to this Agreement. In the event that a Trust establishes one or more additional Portfolio(s) with respect to which it wishes to retain the Bank to provide services hereunder, the Trust shall notify the Bank in writing. Upon written acceptance by the Bank, such Portfolio(s) shall become subject to the provisions of this Agreement to the same extent as the existing Portfolios, except to the extent that such provisions (including those relating to compensation and expenses payable) may be modified with respect to such Portfolio in writing by the Trust(s) and the Bank at the time of the addition of such Portfolio.
APPOINTMENT OF BANK. The Company hereby appoints the Bank and the Bank hereby agrees to act, on the terms and conditions specified herein, as depositary, and issuing and paying agent for the Commercial Paper Notes issued under the Program. The Commercial Paper Notes will be sold through such commercial paper dealers and/or placement agents as the Company shall have notified the Bank in writing from time to time (collectively, the “Dealers”). The Dealer(s) are currently .
APPOINTMENT OF BANK. The Fund hereby appoints the Bank to act as adminis- trator with respect to the Fund for purposes of providing cer- tain administrative services for the period and on the terms set forth in this Agreement. The Bank accepts such appointment and agrees to render the services stated herein and to provide the office facilities and the personnel required by it to per- form such services. In connection with such appointment, the Fund will deliver to the Bank copies of each of the following documents and will deliver to it all future amendments and sup- plements, if any:
A. Certified copies of the Agreement and Articles of Incorporation as presently in effect and as amended from time to time;
B. The Fund's most recent registration statement on Form N-1A as filed with, and declared effective by, the U.S. Securities and Exchange Commission, and ail amendments thereto;
C. Each resolution of the Board of Directors of the Fund authorizing the original issue of its shares;
D. Certified copies of the resolutions of the Fund's Board of Directors authorizing: (1) this Agreement, (2) certain officers and trustees of the Fund to give instructions to the Bank pursuant to this Agreement and (3) certain officers and employees of the Fund to sign checks and pay expenses on behalf of the Fund, respectively;
E. A copy of the Management Agreement;
F. A copy of the Investment Advisor Agreement between the Fund and the Advisor; G A copy of the Custodian Agreement between the Fund and its custodian;
H. A copy of the Transfer Agency and Registrar Agreement between the Fund and its transfer agent; and
I. Such other certificates, documents or opinions which the Bank may, in its reasonable discretion, deem neces- sary or appropriate in the proper performance of its duties.
APPOINTMENT OF BANK. [Indenture Trustee] is appointed as the initial Bank hereunder, and [Indenture Trustee] accepts such appointment. The Bank represents and warrants that it is an organization engaged in the business of banking and that each Trust Account Cash Deposit Subaccount is or will be a "deposit account" (as such term is defined in Section 9-102 of the UCC). The Bank acknowledges that the Indenture Trustee has "control" (within the meaning of Section 9-104 of the UCC) of each Trust Account Cash Deposit Subaccount. The Bank agrees that, with respect to each Trust Account Securities Subaccount, it will only comply with instructions directing the disposition of funds therein that are received from (i) the Indenture Trustee (without further consent of the Issuer or any other Person) and (ii) so long as no Event of Default has occurred and is continuing, the Servicer to the limited extent provided in this Section.
APPOINTMENT OF BANK. The Trust hereby appoints the Bank to provide certain administrative services to the Portfolio for the period and on the terms set forth in this Agreement. The Bank accepts such appointment and agrees to render the services stated herein. The Trust currently consists of the Portfolio listed in Schedule A to this Agreement. In the event that the Trust establishes one or more additional Portfolio(s) with respect to which it wishes to retain the Bank to provide services hereunder, the Trust shall notify the Bank in writing. Upon written acceptance by the Bank, such Portfolio(s) shall become subject to the provisions of this Agreement to the same extent as the existing Portfolios, except to the extent that such provisions (including those relating to compensation and expenses payable) may be modified with respect to such Portfolio in writing by the Trust and the Bank at the time of the addition of such Portfolio.
APPOINTMENT OF BANK. The Company hereby appoints the Bank and the Bank hereby agrees to act, on the terms and conditions specified herein, as depositary, and issuing and paying agent for the Commercial Paper Notes issued under the Program. The Commercial Paper Notes will be sold through such commercial paper dealers and/or placement agents as the Company shall have notified the Bank in writing from time to time (collectively, the "Dealers"). The Dealer(s) is/are currently Citigroup and JPMorgan Securities LLC.
