COMPUSERVE SERVICE Sample Clauses

COMPUSERVE SERVICE. The standard HTML version of the narrow-band U.S. version of the CompuServe brand service, specifically excluding (a) any international versions of such service (e.g., NiftyServe), (b) any web-based service including "compxxxxxx.xxx", "cserxx.xxx" xxd "cs.cxx", xr any similar product or service offered by or through the U.S. version of the CompuServe brand service, (c) Content areas owned, maintained or controlled by CompuServe affiliates or any similar "sub-service," (d) any programming or Content area offered by or through the U.S. version of the CompuServe brand service over which CompuServe does not exercise complete or substantially complete operational control (e.g., third-party Content areas), (e) any yellow pages, white pages, classifieds or other search, directory or review services or Content (f) any co-branded or private label branded version of the U.S. version of the CompuServe brand service, (g) any version of the U.S. version of the CompuServe brand service which offers Content, distribution, services or functionality materially different from the Content, distribution, services or functionality associated with the standard, narrow-band U.S. version of the CompuServe brand service, including, without limitation, any version of such service distributed through any platform or device other than a desktop personal computer, (h) any property, feature, product or service which CompuServe or its affiliates may 37 acquire subsequent to the Effective Date, (i) the America Online brand service and any independent product or service which may be offered by, through or with the U.S. version of the America Online brand service and (j) the HMI versions of the CompuServe brand service.
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COMPUSERVE SERVICE. The standard U.S. version of the CompuServe brand service, which is optimized for narrow-band distribution (but may, but need not, be accessed through a broadband platform), or its successor thereto specifically excluding (a) any international versions of such service (other than the Canadian version thereof, if any), (b) any web-based service including "xxxxxxxxxx.xxx", "xxxxxx.xxx" and "xx.xxx", or any similar product or service offered by or through the U.S. version of the CompuServe brand service, (c) Content areas owned, maintained or controlled by CompuServe affiliates or any similar "sub-service," (d) any programming or Content area offered by or through the U.S. version of the CompuServe brand service over which CompuServe does not exercise substantially complete operational EXECUTION COPY control (e.g., third-party Content areas), (e) any yellow pages, white pages, classifieds or other search, directory or review services or Content and (f) any co-branded or private label branded version of the U.S. version of the CompuServe brand service, (g) any version of the U.S. version of the CompuServe brand service which offers Content, distribution, services and/or functionality materially different from the Content, distribution, services and/or functionality associated with the standard U.S. version of the CompuServe brand service, which is optimized for narrow-band distribution (but may, but need not, be accessed through a broadband platform), including, without limitation, any version of such service distributed through any platform or device other than a desktop personal computer and (h) any property, feature, product or service which CompuServe or its affiliates may acquire subsequent to the Effective Date.
Sample 1
COMPUSERVE SERVICE. The standard U.S. version of the CompuServe brand service (including the "Shop@CompuServe" area thereon), specifically excluding (a) any international versions of such service, (b) Content areas owned, maintained or controlled by CompuServe affiliates or any similar "sub-service," (c) any programming or Content area offered by or through the U.S. version of the CompuServe brand service over which CompuServe does not exercise complete or substantially complete operational control (e.g., third-party Content areas), (d) Netscape Netcenter-TM- and any additional Netscape products or services, (e) any yellow pages, white pages, classifieds or other search, directory or review services or Content, (f) any co-branded or private label branded version of the U.S. version of the CompuServe brand service, (g) any version of the U.S. version of the CompuServe brand service which offers Content, distribution, services and/or functionality materially different from the Content, distribution, services and/or functionality associated with the standard U.S. version of the CompuServe brand service, including, without limitation, any version of such service distributed primarily through any broadband distribution platform or through any platform or device other than a desktop personal computer and (h) any property, feature, product or service which CompuServe or its affiliates may acquire subsequent to the Effective Date.
Sample 1
COMPUSERVE SERVICE. 1-800-FLOWERS shall maintain a version of the principal 1-800-FLOWERS Interactive Site customized for distribution through the CompuServe Service (the "1-800-FLOWERS/CIS Site") by (w) developing the 1-800-FLOWERS/CIS Site as a "cul de sac" site containing no links outside of the 1-800-FLOWERS/CIS Site other than to the CompuServe Service, other AOL or third party Content determined by AOL, or advertisements permitted under this Agreement, (x) displaying on each page of the 1-800-FLOWERS/CIS Site headers and footers of size and type determined by AOL or CompuServe and which contain both CIS and 1-800-FLOWERS branding, links to the CompuServe Service and two (2) promotional spaces to be programmed by AOL or CompuServe, (y) programming each page of the 1-800-FLOWERS/CIS Site with a co-branded domain name (e.g., 0000Xxxxxxx.xxxxxxxxxx.xxx) and (z) matching the look and feel of the CompuServe Service on the 1-800-FLOWERS/CIS Site. All registration and community-related utilities and functionality (including, without limitation, chat, message boards, and web page community services) shall be managed by AOL or CompuServe. The 1-800-FLOWERS/CIS Site shall contain Content of substantially the same quality, scope, functionality, terms and conditions as the Content on any other 1-800-FLOWERS Interactive Site. 1-800-FLOWERS will, in accordance with the Programming Plan, and subject to the terms of this Agreement, (1) provide AOL with Content for the areas and screens of the CompuServe Service described in the Programming Plan, and (2) program and manage the Content on the 1-800-FLOWERS/CIS Site for distribution through the CompuServe Service. All terms and conditions of this Agreement applicable to any 1-800-FLOWERS Interactive Site shall apply to the 1-800-FLOWERS/CIS Site except as expressly otherwise stated.
Sample 1
COMPUSERVE SERVICE. The standard HTML version of the narrow-band U.S. version of the CompuServe brand service, specifically excluding (a) any international versions of such service (e.g., NiftyServe), (b) any property, feature, product or service which CompuServe or its affiliates may acquire subsequent to the Effective Date, (c) the America Online brand service and any independent product or service which may be offered by, through or with the U.S. version of the America Online brand service and (d) the HMI versions of the CompuServe brand service.
Sample 1
COMPUSERVE SERVICE. The standard narrow-band U.S. CompuServe(R) brand online service.
Sample 1
COMPUSERVE SERVICE. Commencing on a mutually agreed upon date(s) after the ------------------ Effective Date. MP shall create a version of the principal Additional MP Channel customized for distribution through CompuServe (the "MP/CIS Site") by (w) developing the MP/CIS Site as a "cul de sac" site containing no links outside of the MP/CIS Site other than to an agreed upon point on the CompuServe or other AOL or third party Content determined mutually by the Parties, but in no event to an area promoting an MP Competitor (x) displaying on each page of the MP/CIS Site headers and footers of size and type determined by MP, after good faith consideration of AOL's requirements, and which contain both CIS and MP branding and (y) using commercially reasonable efforts to program each page of the MP/CIS Site with a co-branded domain name (e.g., xxxxxx.xxxxxxxxxx.xxx). Subject to the terms of this Agreement, the MP/CIS Site shall contain Content of substantially the same quality, scope, functionality, terms and conditions as the Content on any Additional MP Channel. MP will, subject to the terms of this Agreement, program and manage the Content on the MP/CIS Site for distribution through CIS.
Sample 1
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Related to COMPUSERVE SERVICE

  • Fund Administration Treasury Services a. Prepare for the review by designated officer(s) of the Trusts’ financial information that will be included in the Trusts’ semi-annual and annual shareholder reports (which shall also be subject to review by the Trusts’ legal counsel), and other quarterly reports (as mutually agreed upon), including tax footnote disclosures where applicable;

  • REGULATORY ADMINISTRATION SERVICES BNY Mellon shall provide the following regulatory administration services for each Fund and Series:  Assist the Fund in responding to SEC examination requests by providing requested documents in the possession of BNY Mellon that are on the SEC examination request list and by making employees responsible for providing services available to regulatory authorities having jurisdiction over the performance of such services as may be required or reasonably requested by such regulatory authorities;  Assist with and/or coordinate such other filings, notices and regulatory matters and other due diligence requests or requests for proposal on such terms and conditions as BNY Mellon and the applicable Fund on behalf of itself and its Series may mutually agree upon in writing from time to time; and

  • Fund-related Contract Owner Services Maintain adequate fidelity bond or similar coverage for all Company officers, employees, investment advisors and other individuals or entities controlled by the Company who deal with the money and/or securities of the Funds. • Provide general information with respect to Fund inquiries (not including information about performance or related to sales). • Provide information regarding performance of the Funds. • Oversee and assist the solicitation, counting and voting of contract owner pass-through voting interests in the Funds pursuant to Fund proxy statements. Other Administrative Support • Provide other administrative and legal compliance support for the Funds as mutually agreed upon by the Company and the Funds or the Fund Administrator. • Relieve the Funds of other usual or incidental administrative services provided to individual contract owners. Schedule B

  • Administrative Services In addition to the portfolio management services specified above in section 2, you shall furnish at your expense for the use of the Fund such office space and facilities in the United States as the Fund may require for its reasonable needs, and you (or one or more of your affiliates designated by you) shall render to the Trust administrative services on behalf of the Fund necessary for operating as an open end investment company and not provided by persons not parties to this Agreement including, but not limited to, preparing reports to and meeting materials for the Trust's Board of Trustees and reports and notices to Fund shareholders; supervising, negotiating contractual arrangements with, to the extent appropriate, and monitoring the performance of, accounting agents, custodians, depositories, transfer agents and pricing agents, accountants, attorneys, printers, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable to Fund operations; preparing and making filings with the Securities and Exchange Commission (the "SEC") and other regulatory and self-regulatory organizations, including, but not limited to, preliminary and definitive proxy materials, post-effective amendments to the Registration Statement, semi-annual reports on Form N-SAR and notices pursuant to Rule 24f-2 under the 1940 Act; overseeing the tabulation of proxies by the Fund's transfer agent; assisting in the preparation and filing of the Fund's federal, state and local tax returns; preparing and filing the Fund's federal excise tax return pursuant to Section 4982 of the Code; providing assistance with investor and public relations matters; monitoring the valuation of portfolio securities and the calculation of net asset value; monitoring the registration of Shares of the Fund under applicable federal and state securities laws; maintaining or causing to be maintained for the Fund all books, records and reports and any other information required under the 1940 Act, to the extent that such books, records and reports and other information are not maintained by the Fund's custodian or other agents of the Fund; assisting in establishing the accounting policies of the Fund; assisting in the resolution of accounting issues that may arise with respect to the Fund's operations and consulting with the Fund's independent accountants, legal counsel and the Fund's other agents as necessary in connection therewith; establishing and monitoring the Fund's operating expense budgets; reviewing the Fund's bills; processing the payment of bills that have been approved by an authorized person; assisting the Fund in determining the amount of dividends and distributions available to be paid by the Fund to its shareholders, preparing and arranging for the printing of dividend notices to shareholders, and providing the transfer and dividend paying agent, the custodian, and the accounting agent with such information as is required for such parties to effect the payment of dividends and distributions; and otherwise assisting the Trust as it may reasonably request in the conduct of the Fund's business, subject to the direction and control of the Trust's Board of Trustees. Nothing in this Agreement shall be deemed to shift to you or to diminish the obligations of any agent of the Fund or any other person not a party to this Agreement which is obligated to provide services to the Fund.

  • FUND ADMINISTRATION SERVICES BNY Mellon shall provide the following fund administration services for each Fund, Series and class:  Calculate Fund approved income and per share amounts required for periodic distributions to be made by the applicable Fund, Series or class;  Coordinate a Fund’s annual audit and respond timely and completely to related requests;  Cooperate with each Fund’s independent auditors;  Supply various normal and customary portfolio and Fund statistical data as requested on an ongoing basis; and  If the chief executive officer or chief financial officer of a Fund is required to provide a certification as part of the Fund’s Form N-Q or Form N-CSR filing pursuant to regulations promulgated by the SEC under Section 302 of the Xxxxxxxx-Xxxxx Act of 2002, provide a sub-certification in support of certain matters set forth in the aforementioned certification. Such sub-certification is to be in such form and relating to such matters as reasonably agreed to by BNY Mellon in advance. BNY Mellon shall be required to provide the sub-certification only during the term of this Agreement with respect to the applicable Fund or Series and only if it receives such cooperation as it may request to perform its investigations with respect to the sub-certification. For clarity, the sub-certification is not itself a certification under the Xxxxxxxx-Xxxxx Act of 2002 or under any other law, rule or regulation. REGULATORY ADMINISTRATION SERVICES BNY Mellon shall provide the following regulatory administration services for each Fund and Series:  Assist the Fund in responding to SEC examination requests by providing requested documents in the possession of BNY Mellon that are on the SEC examination request list and by making employees responsible for providing services available to regulatory authorities having jurisdiction over the performance of such services as may be required or reasonably requested by such regulatory authorities;  Assist with and/or coordinate such other filings, notices and regulatory matters and other due diligence requests or requests for proposal on such terms and conditions as BNY Mellon and the applicable Fund on behalf of itself and its Series may mutually agree upon in writing from time to time; and

  • Fund Administration Money Market Fund Services Subject to the authorization and direction of the Trust, the Administrator will provide the money market fund services set forth on Schedule A(i) (the “Money Market Services”) to the Trusts listed on Exhibit A hereto assist the Trusts in complying with certain of the compliance testing and reporting requirements applicable to the Trusts that are “money market funds” within the meaning of Rule 2a-7 under the 1940 Act.

  • Market Fund Services BNY Mellon shall provide the following information in a mutually agreed upon electronic format to support the website disclosure requirements of the Funds, subject to BNY Mellon’s timely receipt of all necessary information related thereto that is not maintained on the BNY Mellon systems. The Funds acknowledge that BNY Mellon is not responsible for the Funds’ website, for any servicing on the Funds’ website, or for uploading, downloading or maintaining any information on or required to be on the Funds’ website. o Date. o Fund identifier. o Share class. o Market NAV (rounded to four (4) decimal places). o Daily liquid assets. o Weekly liquid assets. o Shareholder inflows and outflows. · Assist with the preparation and filing with the SEC of Form N-CR as requested by the Fund or Adviser. · BNY Mellon shall, or shall cause the Vendor, to: (i) prepare, on a monthly basis, Form N-MFP, subject to BNY Mellon’s timely receipt of all necessary information related thereto that is not maintained on the BNY Mellon systems; and (ii) file Form N-MFP with the SEC, on a monthly basis; and · Prepare and provide an electronic file of the portfolio holdings information required by Rule 2a-7(h)(10) to the Fund or, at the Fund’s written direction, to an identified third party (the deliverables for the above money market fund services collectively referred to as, the “Money Market Fund Services Reports”). · Neither BNY Mellon nor the Vendor, in connection with a particular Money Market Fund Services Report, will prepare, provide or generate any reports, forms or files not specifically agreed to by BNY Mellon in advance. · The applicable Fund acknowledges that it shall be responsible for the retention of any Money Market Fund Services Reports in accordance with Rule 2a-7 promulgated under the 1940 Act or any other applicable rule or regulation. · Unless mutually agreed in writing between BNY Mellon and a Fund, solely with respect to typesetting of the Money Market Fund Services Reports, BNY Mellon will use the same layout and format for every successive reporting period for the Money Market Fund Services Reports. At the request of a Fund and upon the mutual written agreement of BNY Mellon and the Fund as to the scope of any changes and additional compensation of BNY Mellon, BNY Mellon will, or will cause the Vendor to, customize Money Market Fund Services Reports from time to time.

  • Investment Management Services (a) The Manager shall manage the Fund’s assets subject to and in accordance with the investment objectives and policies of the Fund and any directions which the Trust’s Board of Trustees may issue from time to time. In pursuance of the foregoing, the Manager shall make all determinations with respect to the investment of the Fund’s assets and the purchase and sale of its investment securities, and shall take such steps as may be necessary to implement the same. Such determinations and services shall include determining the manner in which any voting rights, rights to consent to corporate action and any other rights pertaining to the Fund’s investment securities shall be exercised. The Manager shall render or cause to be rendered regular reports to the Trust, at regular meetings of its Board of Trustees and at such other times as may be reasonably requested by the Trust’s Board of Trustees, of (i) the decisions made with respect to the investment of the Fund’s assets and the purchase and sale of its investment securities, (ii) the reasons for such decisions and (iii) the extent to which those decisions have been implemented.

  • OTHER ADMINISTRATIVE SERVICES 1. Coordinate the layout, printing and electronic delivery of publicly disseminated prospectuses and shareholder reports, make recommendations to improve their effectiveness or reduce expenses.

  • Investment Services The Sub-Adviser will formulate and implement a continuous investment program for the Fund conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Prospectus and Statement of Additional Information of the Company as in effect from time to time (together, the "Registration Statement"), the Articles of Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and the Directors at reasonable times and upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets. Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal. The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request. In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the Registration Statement of the Company in effect, or as such investment policies and restrictions from time to time may be amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Investment Manager or its authorized agents is required to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Fund. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers to provide investment advice and other services to the Fund or to series or portfolios of the Company for which the Sub-Adviser does not provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such other series or portfolios. The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of the Fund. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed in writing.

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