Corporate Secretarial Services Clause Samples
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Corporate Secretarial Services. The Administrator shall perform the following secretarial services: · Provide an “Assistant Secretary” who may be approved as an officer of the Fund by the Board of Directors · Maintain a calendar for Board and Audit Committee matters/approvals in a form to be agreed upon by the parties from time to time · Prepare quarterly Board and Audit Committee meeting materials, including notices, scripts, agendas, resolutions, memoranda, minutes, and mail the materials to the Board and such other persons as instructed by the General Partner · Attend quarterly Board and Audit Committee meetings, take minutes of the meetings, make presentations as required and follow up on matters raised at the meetings. In the event that the Administrator is asked to perform secretarial services for more than four quarterly Board or Audit Committee meetings per calendar year, the Fund will be assessed special meeting fees. Fees may range between $2,500 and $10,000 per meeting, depending upon the complexity of the meeting materials and discussion and the location of the meeting. Out-of-pocket expenses associated with the production and mailing of all Board and committee meeting materials, as well as travel expenses associated with in-person attendance at meetings, will be charged to the Fund · Prepare the annual directors and officers questionnaires and distribute the questionnaires to the directors and officers of the General Partner
Corporate Secretarial Services. The Administrator shall prepare the annual officers questionnaires and distribute the questionnaires to the officers of the Managing Owner.
Corporate Secretarial Services. The Administrator shall perform the following secretarial services for the Fund: · Monitor good standing of the Fund in its state of organization as may be required · Provide an “Assistant Secretary” who may be approved as an officer of the Fund by the Board of Trustees · Maintain calendar for Board matters/approvals · Prepare quarterly Board and Audit Committee meeting materials, including notices, scripts, agendas, resolutions, memoranda, minutes, and mail to Board of Trustees and such other persons as instructed by Authorized Persons of the Fund · Attend quarterly Board and Audit Committee meetings, take minutes of the meetings, make presentations as required and follow up on matters raised at the meetings. In the event that the Administrator is asked to perform secretarial services for more than four quarterly Board or Audit Committee meetings per calendar year, the Fund will be assessed special meeting fees. Fees may range between $2,500 and $10,000 per meeting, depending upon the complexity of the meeting materials and discussion and the location of the meeting. Subject to the policies of the Fund, out-of-pocket expenses associated with the production and mailing of all Board and committee meeting materials, as well as travel expenses associated with in-person attendance at meetings, will be charged to the Fund. · In accordance with Rule 31a-2 under the 1940 Act, maintain those records received or created by the Administrator, which are required to be maintained by Rule 31a-1(b)(4) under the 1940 Act
Corporate Secretarial Services. The Administrator shall perform the following secretarial services: · Provide an “Assistant Secretary” who may be approved as an officer of the Fund by the Board of Directors · Maintain calendar for Board and Audit Committee matters/approvals in the form of Exhibit A · Prepare quarterly Board and Audit Committee meeting materials, including notices, scripts, agendas, resolutions, memoranda, minutes, and mail to Board of Directors and such other persons as instructed by the General Partner · Attend quarterly Board and Audit Committee meetings, take minutes of the meetings, make presentations as required and follow up on matters raised at the meetings The Administrator shall perform the following regulatory services for the Fund: · Maintain calendar for all SEC, CFTC, NFA and AMEX regulatory matters in the form of Exhibit B; provided that the Fund and/or General Partner shall notify the Administrator of additional regulatory matters to be added to such calendar as soon as practicable · Prepare one annual update to the Fund’s registration statement per calendar year and file the same with the SEC (includes coordination of the update with Fund personnel, Fund counsel and independent auditors) The Administrator shall perform the following additional regulatory services for the Fund: · Prepare the materials for and attend one unitholder meeting per calendar year (including preparation of the proxy statement, notice and other solicitation materials and filing such materials with the SEC and taking minutes of the meeting) · Coordinate with the Fund’s transfer agent or solicitor in monitoring the unitholder vote solicitation and tabulation for one unitholder meeting per calendar year · Prepare and file the following regulatory notices/forms: · With the SEC, Forms 3, 4 and 5 and Schedules 13D and 13G for Fund/General Partner officers and directors and such other persons as requested by the Fund · With the AMEX, such notices/forms as agreed to by the Fund and Administrator The Administrator shall perform the following transfer agency services:
Corporate Secretarial Services. If the Fund is domiciled in the Cayman Islands, BISYS will arrange for the provision of the following services:
(i) Arrange for an office of a BISYS affiliate in the Cayman Islands to be the Fund’s registered office;
(ii) Maintain the Register and the Register of Directors and Officers of the Fund in accordance with the statutory provisions for the time being in force and the Governing Documents;
(iii) Receive, record and deal with probates, letters of administration, powers of attorney, and other documents affecting the title of Interests or any dividends payable thereon in accordance with the provisions of the Fund’s Governing Documents first and if there is no relevant provision in the Governing Documents then in accordance with BISYS’s normal practice or in accordance with the written instructions of the Fund;
(iv) Prepare and seal on behalf of the Fund share certificates in accordance with the provision of the Governing Documents and the Offering Documents;
(v) Effect all necessary registrations with governmental and similar agencies in the Cayman Islands in order to maintain the good standing of the Fund.
Corporate Secretarial Services. The Administrator shall perform the following corporate secretarial services: · Provide an “Assistant Secretary” who may be approved as an officer of the Fund by the Board of Trustees or Directors or a similar body (the “Board”) · Maintain a calendar for Board and, to the extent applicable, Audit Committee, Nominating/Governance Committee and Compensation Committee matters/approvals in the form of Exhibit A · Prepare quarterly Board and, to the extent applicable, Audit Committee, Nominating/Governance Committee and Compensation Committee meeting materials, including notices, scripts, agendas, resolutions, memoranda, minutes, and mail the materials to the Board, committee members and such other persons as instructed by the Fund or the Sponsor · Attend quarterly Board and Audit Committee meetings and annual meetings of the Nominating/Governance Committee and Compensation Committee, take minutes of the meetings, make presentations as required and follow up on matters raised at the meetings. In the event that the Administrator is asked to perform secretarial services for more than four quarterly Board or Audit Committee meetings per calendar year or more than one Nominating/Governance Committee or Compensation Committee meeting per calendar year, the Fund will be assessed special meeting fees. Fees may range between $2,500 and $10,000 per meeting, depending upon the complexity of the meeting materials and discussion and the location of the meeting. Out-of-pocket expenses associated with the production and mailing of all Board and committee meeting materials, as well as travel expenses associated with in-person attendance at meetings, will be charged to the Fund · Prepare the annual Directors/Trustees and officers questionnaires and distribute the questionnaires to the Directors/Trustees and officers of the Sponsor