Common use of Covenants of the Trust and the Bank Clause in Contracts

Covenants of the Trust and the Bank. 8.01 The Trust shall promptly furnish to the Bank the following: (a) A certified copy of the resolution of the Board of Trustees of the Trust authorizing the appointment of the Bank and the execution and delivery of this Agreement. (b) A copy of the Agreement and Declaration of Trust and By-Laws of the Trust and all amendments thereto. 8.02 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Trust for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. 8.03 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the Investment Company Act of 1940, as amended, and the Rules thereunder, the Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the property of the Trust and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered promptly to the Trust on and in accordance with its request. 8.04 The Bank and the Trust agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be requested by a governmental entity or as may be required by law. 8.05 In cases of any requests or demands for the inspection of the Shareholder records of the Trust, the Bank will endeavor to notify the Trust and to secure instructions from an authorized officer of the Trust as to such inspection. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be held liable for the failure to exhibit the Shareholder records to such person.

Appears in 21 contracts

Samples: Registrar, Transfer Agency and Service Agreement (Blackrock California Municipal Income Trust), Registrar, Transfer Agency and Service Agreement (Blackrock California Insured Municipal Income Trust), Registrar, Transfer Agency and Service Agreement (Blackrock New Jersey Municipal Income Trust)

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Covenants of the Trust and the Bank. 8.01 9.1 The Trust shall promptly furnish to the Bank the following: (a) A certified copy of the resolution of the Board of Trustees of the Trust authorizing the appointment of the Bank and the execution and delivery of this Agreement. (b) A copy of the Agreement and Declaration of Trust and By-Laws Trust Agreement of the Trust and all amendments thereto. 8.02 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable (b) Shares will be transferred upon presentation to the Trust for safekeeping Bank of Shares to its electronic account at DTC, accompanied by such documents as the Bank deems necessary to evidence the authority of the person making such transfer, and bearing satisfactory evidence of the payment of applicable stock certificates, check forms and facsimile signature imprinting devicestransfer taxes, if any; . In the case of small estates where no administration is contemplated, the Bank may, when furnished with an appropriate surety bond, and for without further approval of the preparation or useTrust, transfer Shares registered in the name of the decedent where the current market value of the Shares being transferred does not exceed such amount as may from time to time be prescribed by the various states. The Bank reserves the right to refuse to transfer Shares until it is satisfied that the endorsements on documents submitted to it are valid and genuine, and for keeping account ofthat purpose it may require, unless otherwise instructed by an Officer of the Trust, a guaranty of signature by an “eligible guarantor institution” meeting the requirements of the Bank, which requirements include membership or participation in STAMP or such certificatesother “signature guarantee program” as may be determined by the Bank in addition to, forms or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. The Bank also reserves the right to refuse to transfer Shares until it is satisfied that the requested transfer is legally authorized, and devicesit shall incur no liability for the refusal in good faith to make transfers which the Bank, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no basis to any claims adverse to such transfer. The Bank may, in effecting transfers of Shares, rely upon those provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial Code, as the same may be amended from time to time, applicable to the transfer of securities, and the Trust shall indemnify the Bank for any act done or omitted by it in good faith in reliance upon such laws. 8.03 (c) The Bank shall keep records relating assumes no responsibility with respect to the services transfer of restricted securities where counsel for the Trust advises that such transfer may be properly effected. 9.2 [Section Reserved] 9.3 Prior to be performed hereunderthe issuance of any additional Shares pursuant to stock dividends, stock splits or otherwise, and prior to any reduction in the number of Shares outstanding, the Trust shall deliver the following documents to the Bank: (a) A certified copy of the resolutions adopted by the managing owner of the Trust authorizing such issuance of additional Shares of the Trust or such reduction, as the case may be; (b) A certified copy of the order or consent of each governmental or regulatory authority required by law as a prerequisite to the issuance or reduction of such Shares, as the case may be, and an opinion of counsel for the Trust that no other order or consent is required; and (c) An opinion of counsel for the Trust, in a form satisfactory to the form Bank, with respect to (i) the validity of the Shares, the obtaining of all necessary governmental consents, whether such Shares are fully paid and manner non-assessable and the status of such Shares under the Securities Act of 1933, as it may deem advisable. To amended, the extent required by Section 31 Securities Exchange Act of 1934, as amended, and any other applicable federal law or regulations (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 therefore), (ii) the status of the Trust with regard to the Investment Company Act of 1940, as amended, and (iii) the Rules thereunder, due and proper listing of the Shares on all applicable securities exchanges; and 9.4 The Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the property of the Trust and will be preserved, maintained and made available in accordance with such Section and Rulesupon reasonable request, and will be surrendered promptly to the Trust on and in accordance with its request. 8.04 9.5 The Bank and the Trust agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be requested by a governmental entity be, or as may be become required by law, by administrative or judicial order or by rule. 8.05 9.6 In cases case of any requests or demands for the inspection of the Shareholder records of the Trust, the Bank will endeavor to notify the Trust and to secure instructions from an authorized officer of the Trust as to such inspection. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be held liable for the failure to exhibit the Shareholder records to such person. 9.7 The Fund shall, or shall cause a third party to, prepare and file such appropriate information returns concerning the payment and composition of dividends and capital gain distributions and tax withholding with the proper Federal, State and local authorities as are required by law to be filed by the Trust and shall withhold such sums as are required to be withheld by applicable law.

Appears in 6 contracts

Samples: Services Agreement (GreenHaven Coal Fund), Services Agreement (Greenhaven Coal Index Fund), Transfer Agency and Service Agreement (ALPS ETF Trust)

Covenants of the Trust and the Bank. 8.01 8.1 The Trust shall on behalf of each of the Funds promptly furnish to the Bank the following: (a) A certified copy of the resolution of the Board of Trustees of the Trust authorizing the appointment of the Bank and the execution and delivery of this Agreement. (b) A copy of the Agreement and Declaration of Trust and By-Laws of the Trust and all amendments thereto. 8.02 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Trust for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. 8.03 8.2 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the Investment Company Act of 1940, as amended, and the Rules thereunder, the Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the property of the Trust and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered promptly to the Trust on and in accordance with its request. 8.04 8.3 The Bank and the Trust agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be requested by a governmental entity or as may be required by law. 8.05 8.4 In cases case of any requests or demands for the inspection of the Shareholder records of the Trust, the Bank will endeavor to notify the Trust and to secure instructions from an authorized officer of the Trust as to such inspection. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be held liable for the failure to exhibit the Shareholder records to such person.

Appears in 5 contracts

Samples: Transfer Agency and Service Agreement (Sector SPDR Trust), Transfer Agency and Service Agreement (State Street Institutional Investment Trust), Transfer Agency and Service Agreement (State Street Institutional Investment Trust)

Covenants of the Trust and the Bank. 8.01 14.1 The Trust shall promptly furnish to the Bank the following: (a) A certified copy of the resolution of the Board of Trustees of the Trust authorizing the appointment of the Bank and the execution and delivery of this Agreement. (b) A copy of the Agreement charter documents and Declaration of Trust and Byby-Laws laws of the Trust and all amendments thereto. 8.02 (c) Copies of each vote of the Trustees designating authorized persons to give instructions to the Bank, and a Certificate providing specimen signatures for such authorized persons. (d) Certificates as to any change in any officer or Director of the Trust. (e) If applicable a specimen of the certificate of Shares in each Fund of the Trust in the form approved by the Trustees, with a Certificate as to such approval. (f) Specimens of all new certificates for Shares, accompanied by the Trustees' resolutions approving such forms. (g) All account application forms and other documents relating to shareholder accounts or relating to any plan, program or service offered by the Trust. (h) A list of all Shareholders of the Fund(s) with the name, address and tax identification number of each Shareholder, and the number of Shares of the Fund(s) held by each, certificate numbers and denominations (if any certificates have been issued), lists of any account against which stops have been placed, together with the reasons for said stops, and the number of Shares redeemed by the Fund(s). (i) An opinion of counsel for the Trust with respect to the validity of the Shares and the status of such Shares under the Securities Act of 1933. (j) Copies of the Fund(s) registration statement on Form N-lA (if applicable)as amended and declared effective by the Securities and Exchange Commission and all post-effective amendments thereto. (k) Such other certificates, documents or opinions as the Bank may deem necessary or appropriate for the Bank in the proper performance of its duties hereunder. 14.2 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Trust for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, ; such certificates, forms and devices. 8.03 14.3 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the Investment Company 1940 Act of 1940, as amended, and the Rules thereunder, the Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the confidential property of the Trust and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered promptly to the Trust on and in accordance with its request. 8.04 14.4 The Bank and the Trust agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be requested by a governmental entity or as may be required by law. 8.05 14.5 In cases case of any requests or demands for the inspection of the Shareholder records of the Trust, the Bank will endeavor to notify the Trust and to secure instructions from an authorized officer of the Trust as to such inspectionrequest or demand. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be held liable subject to enforcement or other action by any court or regulatory body for the failure to exhibit the Shareholder records to such person.

Appears in 2 contracts

Samples: Delegation Agreement (Lsa Variable Series Trust), Transfer Agency and Service Agreement (Lsa Variable Series Trust)

Covenants of the Trust and the Bank. 8.01 The Trust shall promptly furnish to the Bank the following: (a) A certified copy of the resolution of the Board of Trustees Directors of the Trust authorizing the appointment of the Bank and the execution and delivery of this Agreement. (b) A copy of the Agreement and Declaration Articles of Trust Incorporation and By-Laws of the Trust and all amendments thereto. 8.02 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Trust for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. 8.03 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the Investment Company Act of 1940, as amended, and the Rules thereunder, the Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the property of the Trust and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered promptly to the Trust on and in accordance with its request. 8.04 The Bank and the Trust agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be requested by a governmental entity or as may be required by law. 8.05 In cases of any requests or demands for the inspection of the Shareholder records of the Trust, the Bank will endeavor to notify the Trust and to secure instructions from an authorized officer of the Trust as to such inspection. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be held liable for the failure to exhibit the Shareholder records to such person.

Appears in 2 contracts

Samples: Registrar, Transfer Agency and Service Agreement (Blackrock Strategic Bond Trust), Registrar, Transfer Agency and Service Agreement (Blackrock Core Bond Trust)

Covenants of the Trust and the Bank. 8.01 14.1 The Trust shall promptly furnish to the Bank the following: (a) A certified copy of the resolution of the Board of Trustees of the Trust authorizing the appointment of the Bank hereunder and the execution and delivery of this Agreement. (b) A copy of the Agreement and Declaration of Trust and By-Laws of the Trust and all amendments thereto. 8.02 (c) Copies of each vote of the Board of Trustees of the Trust designating Authorized Persons to give instructions to the Bank, and a Certificate providing specimen signatures for such authorized persons. (d) Certificates as to any change in any officer or Trustee of the Trust. (e) All account application forms and other documents relating to shareholder accounts or relating to any plan, program or service offered by the Trust. (f) Copies of the Trust's registration statement on Form N-1A as amended and declared effective by the Securities and Exchange Commission and all post-effective amendments thereto. The Bank acknowledges that the Trust's registration statement on Form N-1A and all post effective amendments thereto are available free of charge at www.sec.gov. (x) Xxxx other certificates, documents or opinions as the Bank may reasonably deem necessary or appropriate for the Bank in the proper performance of its duties hereunder. 14.2 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Trust for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. 8.03 14.3 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the Investment Company Act of 1940, as amended, and the Rules thereunder, the The Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the property of the Trust and will be preserved, maintained and made available in accordance with such Section and Rulesupon reasonable request, and will be surrendered promptly to the Trust on and in accordance with its request. 8.04 14.4 The Bank and the Trust agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be requested by a governmental entity or as may be required by law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 14.4. The obligations of this Section 14.4 shall survive any earlier termination of this Agreement. 8.05 14.5 In cases case of any requests or demands for the inspection of the Shareholder records of the Trust, the Bank will endeavor to notify the Trust and to secure instructions from an authorized officer of the Trust as to such inspectionrequest or demand. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be held liable subject to enforcement or other action by any court or regulatory body for the failure to exhibit the Shareholder records to such person. 14.6 Bank shall file such appropriate information returns concerning the payment and composition of dividends and capital gain distributions and tax withholding with the proper Federal, State and local authorities as are required by law to be filed by the Trust and shall withhold such sums as are required to be withheld by applicable law. 14.7 Bank shall establish and maintain a disaster recovery plan and back-up system at all times satisfying the requirements of all applicable law, rules, and regulations and which is reasonable under the circumstances.

Appears in 2 contracts

Samples: Transfer Agency and Service Agreement (WisdomTree Trust), Transfer Agency and Service Agreement (WisdomTree Trust)

Covenants of the Trust and the Bank. 8.01 8.1 The Trust shall on behalf of each of the Funds promptly furnish to the Bank the following: (a) A certified copy of the resolution of the Board of Trustees of the Trust authorizing the appointment of the Bank and the execution and delivery of this Agreement. (b) A copy of the Agreement and Declaration of Trust and By-Laws of the Trust and all amendments thereto. 8.02 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Trust for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. 8.03 8.2 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the Investment Company Act of 1940, as amended1940 Act, and the Rules thereunder, the Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the property of the Trust and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered promptly to the Trust on and in accordance with its request. 8.04 8.3 The Bank and the Trust agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be requested by a governmental entity or as may be required by law. 8.05 8.4.1 The bank affirms that it has procedures in place reasonably designed to protect the privacy of non-public personal consumer/customer financial information. 8.5 In cases case of any requests or demands for the inspection of the Shareholder records of the Trust, the Bank will endeavor to notify the Trust and to secure instructions from an authorized officer of the Trust as to such inspection. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be held liable for the failure to exhibit the Shareholder records to such person.

Appears in 1 contract

Samples: Transfer Agency and Service Agreement (Fresco Index Shares Funds)

Covenants of the Trust and the Bank. 8.01 14.1 The Trust shall promptly furnish to the Bank the following: (a) A certified copy of the resolution of the Board of Trustees of the Trust authorizing the appointment of the Bank hereunder and the execution and delivery of this Agreement. (b) A copy of the Agreement and Declaration of Trust Instrument and By-Laws of the Trust and all amendments thereto. 8.02 (c) Copies of each vote of the Board of Trustees of the Trust designating Authorized Persons to give instructions to the Bank, and a Certificate providing specimen signatures for such authorized persons. (d) Certificates as to any change in any officer or Trustee of the Trust. (e) All account application forms and other documents relating to shareholder accounts or relating to any plan, program or service offered by the Trust. (f) Copies of the Trust's registration statement on Form N-1A as amended and declared effective by the Securities and Exchange Commission and all post-effective amendments thereto. The Bank acknowledges that the Trust's registration statement on Form N-1A and all post effective amendments thereto are available free of charge at www.sec.gov. (x) Xxxx other certificates, documents or opinions as the Bank may reasonably deem necessary or appropriate for the Bank in the proper performance of its duties hereunder. 14.2 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Trust for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. 8.03 14.3 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the Investment Company Act of 1940, as amended, and the Rules thereunder, the The Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the property of the Trust and will be preserved, maintained and made available in accordance with such Section and Rulesupon reasonable request, and will be surrendered promptly to the Trust on and in accordance with its request. 8.04 14.4 The Bank and the Trust agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be requested by a governmental entity or as may be required by law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 14.4. The obligations of this Section 14.4 shall survive any earlier termination of this Agreement. 8.05 14.5 In cases case of any requests or demands for the inspection of the Shareholder records of the Trust, the Bank will endeavor to notify the Trust and to secure instructions from an authorized officer of the Trust as to such inspectionrequest or demand. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be held liable subject to enforcement or other action by any court or regulatory body for the failure to exhibit the Shareholder records to such person. 14.6 Bank shall file such appropriate information returns concerning the payment and composition of dividends and capital gain distributions and tax withholding with the proper Federal, State and local authorities as are required by law to be filed by the Trust and shall withhold such sums as are required to be withheld by applicable law. 14.7 Bank shall establish and maintain a disaster recovery plan and back-up system at all times satisfying the requirements of all applicable law, rules, and regulations and which is reasonable under the circumstances.

Appears in 1 contract

Samples: Transfer Agency and Service Agreement (WisdomTree Trust)

Covenants of the Trust and the Bank. 8.01 8.1 The Trust shall promptly furnish to the Bank the following: (a) A certified copy of the resolution of the Board of Trustees of the Trust authorizing the appointment of the Bank and the execution and delivery of this Agreement. (b) A copy of the Agreement and Declaration of Trust and By-Laws of the Trust and all amendments thereto. 8.02 8.2 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Trust for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. 8.03 8.3 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the Investment Company Act of 1940, as amended, and the Rules thereunder, the Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the property of the Trust and the applicable Fund and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered promptly to the Trust and the applicable Fund on and in accordance with its request. 8.04 8.4 The Bank and the Trust and the applicable Fund agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be requested by a governmental entity or as may be required by law. 8.05 8.5 In cases case of any requests or demands for the inspection of the Shareholder records of the TrustTrust and the applicable Fund, the Bank will endeavor to notify the Trust and the applicable Fund and to secure instructions from an authorized officer of the Trust and the applicable Fund as to such inspection. The Bank reserves the right, however, ; to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be held liable for the failure to exhibit the Shareholder records to such person.

Appears in 1 contract

Samples: Transfer Agency and Service Agreement (Crabbe Huson Small Cap Fund)

Covenants of the Trust and the Bank. 8.01 15.01 The Trust shall promptly furnish to the Bank the following: (a) A certified copy of the resolution of the Board of Trustees of the Trust authorizing the appointment of the Bank and the execution and delivery of this Agreement. (b) A copy of the Agreement charter documents and Declaration of Trust and Byby-Laws laws of the Trust and all amendments thereto. 8.02 (c) Copies of each vote of the Trustees designating authorized persons to give instructions to the Bank, and a Certificate providing specimen signatures for such authorized persons. (d) Certificates as to any change in any officer or Director of the Trust. (e) If applicable a specimen of the certificate of Shares in each Fund of the Trust in the form approved by the Trustees, with a Certificate as to such approval. (f) Specimens of all new certificates for Shares, accompanied by the Trustees' resolutions approving such forms. (g) All account application forms and other documents relating to shareholder accounts or relating to any plan, program or service offered by the Trust. (h) A list of all Shareholders of the Fund(s) with the name, address and tax identification number of each Shareholder, and the number of Shares of the Fund(s) held by each, certificate numbers and denominations ( if any certificates have been issued), lists of any account against which stops have been placed, together with the reasons for said stops, and the number of Shares redeemed by the Fund(s). (i) An opinion of counsel for the Trust with respect to the validity of the Shares and the status of such Shares under the Securities Act of 1933. (j) Copies of the Fund(s) registration statement on Form N-1A as amended and declared effective by the Securities and Exchange Commission and all post-effective amendments thereto. (k) Such other certificates, documents or opinions as may mutually be deemed necessary or appropriate for the Bank in the proper performance of its duties. 15.02 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Trust for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. 8.03 15.03 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the Investment Company 1940 Act of 1940, as amended, and the Rules thereunder, the Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the confidential property of the Trust and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered promptly to the Trust on and in accordance with its request. 8.04 15.04 The Bank and the Trust agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be requested by a governmental entity or as may be required by law. 8.05 15.05 In cases case of any requests or demands for the inspection of the Shareholder records of the Trust, the Bank will endeavor to notify the Trust and to secure instructions from an authorized officer of the Trust as to such inspectioninstruction. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be held liable for the failure to exhibit the Shareholder records to such person.

Appears in 1 contract

Samples: Transfer Agency and Service Agreement (Republic Funds)

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Covenants of the Trust and the Bank. 8.01 18.1 The Trust shall promptly furnish or cause to be furnished to the Bank the following: (a) A certified copy of the resolution of the Board of Trustees of the Trust authorizing the appointment of the Bank and the execution and delivery of this Agreement. (b) A copy of the Agreement charter documents and Declaration of Trust and Byby-Laws laws of the Trust and all amendments thereto. 8.02 (c) Copies of each vote of the Board designating Authorized Trust Persons to give instructions to the Bank, and a certificate providing specimen signatures for such Authorized Trust Persons. (d) Certificates as to any change in any officer or Trustee of the Trust. (e) Copies of each vote of the governing body of the Provider(s) designating Other Authorized Persons to give instructions to the Bank, and a certificate providing specimen signatures for such Other Authorized Persons. (f) Certificates as to any change in any officer or director of the Provider(s). (g) If applicable, a specimen of the certificate of Shares in each Fund of the Trust in the form approved by the Trustees, with a certificate as to such approval. (h) All account application forms and other documents relating to Shareholder accounts or relating to any plan, program or service offered by the Trust. (i) A list of all Shareholders of the Fund(s) with the name, address and tax identification number of each Shareholder, and the number of Shares of the Fund(s) held by each certificate numbers and denominations (if any certificates have been issued), lists of any account against which stops have been placed, together with the reasons for said stops, and the number of Shares redeemed by the Fund(s). (j) An opinion of counsel for the Trust with respect to the validity of the Shares and the status of such Shares under the 1933 Act. (k) Copies of the Trust's registration statement on Form N-1A (if applicable) as amended and declared effective by the Securities and Exchange Commission and all post-effective amendments thereto. (l) Such other certificates, documents or opinions as the Bank may deem necessary or appropriate for the Bank in the proper performance of its duties hereunder. 18.2 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Trust for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; , and for the preparation or use, and for keeping account of, such certificates, forms and devices. 8.03 18.3 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the Investment Company Act of 1940, as amended, and the Rules thereunder, the Bank agrees that all such records prepared or maintained by the Bank pursuant to Section 31 of 1940 Act and the rules thereunder relating to the services to be performed by the Bank hereunder are the confidential property of the Trust and will be preserved, maintained and made available in accordance with such Section and Rulesrules, and will be surrendered promptly to the Trust on and in accordance with its request. 8.04 18.4 The Bank and the Trust agree that all books, records, information and data pertaining to the business of the other party Party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be requested by a governmental entity or as may be required by lawlaws or regulations. 8.05 18.5 In cases case of any requests or demands for the inspection of the Shareholder records of the Trust, the Bank will endeavor to notify the Trust and to secure instructions from an authorized officer of the Trust as to such inspectionrequest or demand. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be held liable subject to enforcement or other action by any court or regulatory body for the failure to exhibit the Shareholder records to such person.

Appears in 1 contract

Samples: Transfer Agency and Service Agreement (Barclays Foundry Investment Trust)

Covenants of the Trust and the Bank. 8.01 6.01 The Trust shall promptly furnish to the Bank the following: (a) A certified copy of the resolution of the Board of Trustees of the Trust authorizing the appointment of the Bank and the execution and delivery of this Agreement. (b) A copy of the Agreement and Declaration of Trust and By-Laws of the Trust Fund and all amendments thereto. 8.02 6.02 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Trust for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. 8.03 6.03 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the Investment Company Act of 1940, as amended, and the Rules thereunder, the Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the property of the Trust Fund and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered promptly to the Trust Fund on and in accordance with its request. 8.04 6.04 The Bank and the Trust agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be requested by a governmental entity or as may be required by law. 8.05 6.05 In cases case of any requests or demands for the inspection of the Shareholder records of the TrustTrust relating to the Fund, the Bank will endeavor to notify the Trust and to secure instructions from an authorized officer of the Trust as to such inspection. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is to advised by its counsel that it may be held liable for the failure to exhibit the Shareholder records to such person.

Appears in 1 contract

Samples: Transfer Agency and Service Agreement (CGM Capital Development Fund)

Covenants of the Trust and the Bank. 8.01 6.01 The Trust shall promptly furnish to the Bank the following: (a) A certified copy of the resolution of the Board of Trustees of the Trust authorizing the appointment of the Bank and the execution and delivery of this Agreement. (b) A copy of the Agreement and Declaration of Trust and By-Laws of the Trust Fund and all amendments thereto. 8.02 6.02 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Trust for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. 8.03 6.03 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the Investment Company Act of 1940, as amended, and the Rules thereunder, the Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the property of the Trust Fund and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered promptly to the Trust Fund on and in accordance with its request. 8.04 6.04 The Bank and the Trust agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be requested by a governmental entity or as may be required by law. 8.05 6.05 In cases case of any requests or demands for the inspection of the Shareholder records of the TrustTrust relating to the Fund, the Bank will endeavor to notify the Trust and to secure instructions from an authorized officer of the Trust as to such inspection. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be held liable for the failure to exhibit the Shareholder records to such person.

Appears in 1 contract

Samples: Transfer Agency and Service Agreement (CGM Trust)

Covenants of the Trust and the Bank. 8.01 9.1 The Trust shall promptly furnish to the Bank the following: (a) A certified copy of the resolution of the Board of Trustees of the Trust authorizing the appointment of the Bank and the execution and delivery of this Agreement. (b) A copy of the Agreement and Declaration of Trust and By-Laws of the Trust and all amendments thereto. 8.02 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable (b) Shares will be transferred upon presentation to the Trust for safekeeping Bank of Shares to its electronic account at DTC, accompanied by such documents as the Bank deems necessary to evidence the authority of the person making such transfer, and bearing satisfactory evidence of the payment of applicable stock certificates, check forms and facsimile signature imprinting devicestransfer taxes, if any; . The Bank reserves the right to refuse to transfer Shares until it is satisfied that the endorsements on documents submitted to it are valid and for the preparation or usegenuine, and for keeping account ofthat purpose it may require, unless otherwise instructed by an Officer of the Trust, a guaranty of signature by an “eligible guarantor institution” meeting the requirements of the Bank, which requirements include membership or participation in STAMP or such certificatesother “signature guarantee program” as may be determined by the Bank in addition to, forms or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. The Bank also reserves the right to refuse to transfer Shares until it is satisfied that the requested transfer is legally authorized, and devicesit shall incur no liability for the refusal in good faith to make transfers which the Bank, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no basis to any claims adverse to such transfer. The Bank may, in effecting transfers of Shares, rely upon those provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial Code, as the same may be amended from time to time, applicable to the transfer of securities, and the Trust shall indemnify the Bank for any act done or omitted by it in good faith in reliance upon such laws. 8.03 (c) The Bank shall keep records relating assumes no responsibility with respect to the services transfer of restricted securities where counsel for the Trust advises that such transfer may be properly effected. 9.2 [Section Reserved] 9.3 Prior to be performed hereunderthe issuance of the Fund’s initial Creation Unit and, if requested by the Bank, at the time of issuance of the first Creation Unit subsequent to the registration of additional Shares, the Trust shall deliver the following documents to the Bank: (a) A certified copy of the resolutions adopted by the sponsor of the Trust authorizing such issuance of additional Shares of the Fund; (b) A certified copy of the order or consent of each governmental or regulatory authority required by law as a prerequisite to the issuance of such Shares, as the case may be, and an opinion of counsel for the Trust that no other order or consent is required; and (c) An opinion of counsel for the Trust, in a form satisfactory to the form Bank, with respect to (i) the validity of the Shares, the obtaining of all necessary governmental consents, whether such Shares are fully paid and manner non-assessable and the status of such Shares under the Securities Act of 1933, as it may deem advisable. To amended, the extent required by Section 31 Securities Exchange Act of 1934, as amended, and any other applicable federal law or regulations (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 therefore), (ii) the status of the Trust with regard to the Investment Company Act of 1940, as amended, and (iii) the Rules thereunder, due and proper listing of the Shares on all applicable securities exchanges; and 9.4 The Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the property of the Trust and will be preserved, maintained and made available in accordance with such Section and Rulesupon reasonable request, and will be surrendered promptly to the Trust on and in accordance with its request. 8.04 9.5 The Bank and the Trust agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be requested by a governmental entity be, or as may be become, required by law, by administrative or judicial order or by rule, or upon the request of a regulator that has the power to compel the Bank or the Trust, as the case may be, to disclose the requested information. 8.05 9.6 In cases case of any requests or demands for the inspection of the Shareholder records of the Trust, the Bank will endeavor to notify the Trust and to secure instructions from an authorized officer of the Trust as to such inspection. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be held liable for the failure to exhibit the Shareholder records to such person. 9.7 The Trust shall, or shall cause a third party to, prepare and file such appropriate information returns concerning the payment and composition of dividends and capital gain distributions and tax withholding with the proper Federal, State and local authorities as are required by law to be filed by the Trust and shall withhold such sums as are required to be withheld by applicable law.

Appears in 1 contract

Samples: Transfer Agency and Service Agreement (Teucrium Commodity Trust)

Covenants of the Trust and the Bank. 8.01 6.01 The Trust shall promptly furnish to the Bank the following: (a) A certified copy of the resolution of the Board of Trustees of the Trust authorizing the appointment of the Bank and the execution and delivery of this Agreement. (b) A copy of the Agreement and Declaration of Trust and By-Laws laws of the Trust Fund and all amendments thereto. 8.02 6.02 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Trust for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. 8.03 6.03 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the Investment Company Act of 1940, as amended, and the Rules thereunder, the Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the property of the Trust Fund and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered promptly to the Trust Fund on and in accordance with its request. 8.04 6.04 The Bank and the Trust agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be requested by a governmental entity or as may be required by law. 8.05 6.05 In cases case of any requests or demands for the inspection of the Shareholder records of the TrustTrust relating to the Fund, the Bank will endeavor to notify the Trust and to secure instructions from an authorized officer of the Trust as to such inspection. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be held liable for the failure to exhibit the Shareholder records to such person.

Appears in 1 contract

Samples: Transfer Agency and Service Agreement (CGM Trust)

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