Documents, Records. 1. In connection with such appointment, the Corporation shall deliver or cause to be delivered to Sunstone the following documents: a) A copy of the Articles of Incorporation and By-laws of the Corporation and all amendments thereto, and a copy of the resolutions of the Board of Directors of the Corporation appointing Sunstone and authorizing the execution of this Transfer Agency Agreement on behalf of the Funds; b) A certificate signed by the President and Secretary of the Corporation specifying: the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, if any; the names of the officers of the Corporation authorized to provide oral instructions and to sign written instructions and requests on behalf of the Corporation (hereinafter referred to as "Authorized Persons") and to change the persons authorized to provide such instructions from time to time, it being understood Sunstone shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Corporation; and c) Copies of the Corporation's Registration Statement, as amended to date, and the most recently filed Post-Effective Amendment thereto, filed by the Corporation with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "1933 Act"), and under the 0000 Xxx. 2. The Corporation agrees to deliver or to cause to be delivered to Sunstone in Milwaukee, Wisconsin, at the Corporation's expense, all of its shareholder account records relating to the Funds in a format acceptable to Sunstone and all such other documents, records and information as Sunstone may reasonably request in order for Sunstone to perform its services hereunder.
Appears in 2 contracts
Samples: Transfer Agency Agreement (Johnsonfamily Funds Inc), Transfer Agency Agreement (Johnson Funds Inc)
Documents, Records. 1. In connection with such appointment, the Corporation Trust shall deliver or cause to be delivered to Sunstone the following documentsdocuments to Sunstone:
a) A copy of the Articles Agreement and Declaration of Incorporation Trust and By-laws of the Corporation Trust and all amendments thereto, and a copy of the resolutions of the Board of Directors Trustees of the Corporation Trust appointing Sunstone and authorizing the execution of this Transfer Agency Agreement on behalf of the Funds, each certified by the Secretary of the Trust;
b) A certificate signed by the President and Secretary of the Corporation Trust specifying: the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, if any; the names and specimen signatures of the officers of the Corporation Trust authorized to sign written stock certificates, and the individuals authorized to provide oral instructions and to sign written instructions and requests on behalf of the Corporation Trust (hereinafter referred to as "Authorized PersonsPerson(s)") ), and to change the persons authorized to provide such instructions from time to time, it being understood Sunstone shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Corporation; andTrust;
c) In the event the Trust issues Share certificates, specimen Share certificates for each Fund in the form approved by the Board of Trustees of the Trust (and in a format compatible with Sunstone's operating system), together with a certificate signed by the Secretary of the Trust as to such approval;
d) Copies of the CorporationTrust's Registration Statement, as amended to date, and the most recently filed Post-Effective Amendment thereto, filed by the Corporation Trust with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "1933 Act"), and under the 0000 Xxx1940 Act, as amended, together with any applications filed in connection therewith; and
e) Opinion of counsel for the Trust with respect to the Trust's organization and existence under the laws of its state of organization, the validity of the authorized and outstanding Shares, 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 federal 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.)
2. The Corporation Trust agrees to deliver or to cause to be delivered to Sunstone in Milwaukee, Wisconsin, at the CorporationTrust's expense, all of its shareholder account records relating to the Funds in a format acceptable to Sunstone and all such other documents, records and information as Sunstone may reasonably request in order for Sunstone to perform its services hereunder.
Appears in 2 contracts
Samples: Transfer Agency Agreement (Universal Capital Investment Trust), Transfer Agency Agreement (Garzarelli Funds)