Fiduciary Sub-Accounting. Payable at the rate of $1.00 per month for each fiduciary account. Fiduciary accounts closed during the prior year will not be included as billable items.
Fiduciary Sub-Accounting Sample Clauses
Related to Fiduciary Sub-Accounting
Fiduciary Accounts With respect to certain retirement plans or accounts (such as individual retirement accounts (“IRAs”), SIMPLE IRAs, SEP IRAs, Xxxx IRAs, Xxxxxxxxx Education Savings Accounts, and 403(b) arrangements (such accounts, “Fiduciary Accounts”)), the Transfer Agent, at the request of the Fund, shall arrange for the provision of appropriate prototype plans as well as provide or arrange for the provision of various services to such plans and/or accounts, which services may include custodial services to be provided by State Street Bank and Trust Company (“State Street”), account set-up maintenance, and disbursements as well as such other services as the parties hereto shall mutually agree upon.
Fiduciary Matters It is acknowledged that actions required to be taken pursuant to this Agreement may be subject to fiduciary duties or standards of conduct under ERISA or other applicable law, and no Party shall be deemed to be in violation of this Agreement if it fails to comply with any provisions hereof based upon its good faith determination that to do so would violate such a fiduciary duty or standard. Each Party shall be responsible for taking such actions as are deemed necessary and appropriate to comply with its own fiduciary responsibilities and shall fully release and indemnify the other Party for any Liabilities caused by the failure to satisfy any such responsibility.
ABSENCE OF FIDUCIARY RELATIONSHIPS The parties acknowledge and agree that (i) the Dealer Manager’s responsibility to the Company and the Advisor is solely contractual in nature, and (ii) the Dealer Manager does not owe the Company, the Advisor, any of their respective affiliates or any other Person any fiduciary (or other similar) duty as a result of this Agreement or any of the transactions contemplated hereby.
Fiduciary Responsibilities No Stockholder executing this Agreement who is or becomes during the term hereof a director or officer of the Company makes (or shall be deemed to have made) any agreement or understanding herein in his or her capacity as such director or officer. Without limiting the generality of the foregoing, each Stockholder signs solely in his, her or its capacity as the record and/or beneficial owner, as applicable, of such Stockholder's Subject Shares and nothing herein shall limit or affect any actions taken by such Stockholder (or a designee of such Stockholder) in his or her capacity as an officer or director of the Company in exercising his or her or the Company's or the Company's Board of Directors' rights in connection with the Merger Agreement or otherwise and such actions shall not be deemed to be a breach of this Agreement.
Obligations Solely Contractual in Nature; No Fiduciary Relationship The Depositor acknowledges and agrees that the responsibility to the Depositor of the Underwriters pursuant to this Agreement is solely contractual in nature and that none of the Underwriters or their affiliates will be acting in a fiduciary or advisory capacity, or will otherwise owe any fiduciary or advisory duty, to the Depositor pursuant to this Agreement in connection with the offering of the Registered Certificates and the other transactions contemplated by this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Depositor, UBS AG and the several Underwriters. Very truly yours, UBS COMMERCIAL MORTGAGE SECURITIZATION CORP. By: /s/ Hxxxx Xxxxx Name: Hxxxx Xxxxx Title: Managing Director By: /s/ Rxxxxxx X.X. Xxxxx Name: Rxxxxxx X.X. Xxxxx Title: Executive Director UBS AG By: /s/ Hxxxx Xxxxx Name: Hxxxx Xxxxx Title: Managing Director By: /s/ Rxxxxxx X.X. Xxxxx Name: Rxxxxxx X.X. Xxxxx Title: Executive Director UBS 2017-C6 – Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted as of the date first above written. UBS SECURITIES LLC By: /s/ Hxxxx Xxxxx Name: Hxxxx Xxxxx Title: Managing Director By: /s/ Rxxxxxx X.X. Xxxxx Name: Rxxxxxx X.X. Xxxxx Title: Executive Director CANTOR FXXXXXXXXX & CO. By: /s/ Sxxxx X. Xxxxxxxx Name: Sxxxx X. Xxxxxxxx Title: Chief Executive Officer SG AMERICAS SECURITIES, LLC By: /s/ Jxx Xxxxxxx Name: Jxx Xxxxxxx Title: Director NATIXIS SECURITIES AMERICAS LLC By: /s/ Jxxxx Xxxx Name: Jxxxx Xxxx Title: Executive Director /s/ Dxxxxxxx Xxxxxxxx Dxxxxxxx Xxxxxxxx Vice President UBS 2017-C6 – Underwriting Agreement KEYBANC CAPITAL MARKETS INC. By: /s/ Gxxx X. Xxxxxxx Name: Gxxx X. Xxxxxxx Title: Managing Director KeyBanc Capital Markets Inc. ACADEMY SECURITIES, INC. By: /s/ Mxxxxxx Xxxx Name: Mxxxxxx Xxxx Title: Chief Compliance Officer UBS 2017-C6 – Underwriting Agreement SCHEDULE I Underwriting Agreement, dated as of December 1, 2017. Certificates: UBS Commercial Mortgage Trust 2017-C6, Commercial Mortgage Pass-Through Certificates, Series 2017-C6 Class Initial Aggregate Certificate Balance or Notional Amount of Class Aggregate Certificate Balance or Notional Amount of Class to be Purchased by UBS Securities LLC Aggregate Certificate Balance or Notional Amount of Class to be purchased by Cxxxxx Fxxxxxxxxx & Co. Aggregate Certificate Balance or Notional Amount of Class to be purchased by SG Americas Securities, LLC Aggregate Certificate Balance or Notional Amount of Class to be purchased by KeyBanc Capital Markets Inc. Aggregate Certificate Balance or Notional Amount of Class to be purchased by Natixis Securities Americas LLC Aggregate Certificate Balance or Notional Amount of Class to be Purchased by Academy Securities, Inc. Initial Pass-Through Rate Purchase Price(1) Class A-1 $ 21,136,000 $ 21,136,000 $0 $0 $0 $0 $0 2.3442% 99.99979% Class A-2 $ 63,519,000 $ 63,519,000 $0 $0 $0 $0 $0 3.3585% 102.99988% Class A-SB $ 32,627,000 $ 32,627,000 $0 $0 $0 $0 $0 3.5042% 102.99999% Class A-3 $ 40,000,000 $ 40,000,000 $0 $0 $0 $0 $0 3.5806% 102.99984% Class A-4 $ 148,878,000 $ 148,878,000 $0 $0 $0 $0 $0 3.3198% 100.99943% Class A-5 $ 165,633,000 $ 165,633,000 $0 $0 $0 $0 $0 3.5795% 102.99931% Class A-BP $ 7,500,000 $ 7,500,000 $0 $0 $0 $0 $0 3.8858% 99.99955% Class X-A $ 471,793,000(2) $ 471,793,000(2) $0 $0 $0 $0 $0 1.0469% 7.88083% Class X-BP $ 7,500,000 $ 7,500,000 $0 $0 $0 $0 $0 0.5685% 0.23438% Class A-S $ 76,174,000 $ 76,174,000 $0 $0 $0 $0 $0 3.9323% 102.99924% Class B $ 30,811,000 $ 30,811,000 $0 $0 $0 $0 $0 4.1539% 102.99956% Class C $ 26,533,000 $ 26,533,000 $0 $0 $0 $0 $0 4.4543% 100.43245%
Retirement Accounts With respect to certain retirement plans or accounts (such as individual retirement accounts (“IRAs”), SIMPLE IRAs, SEP IRAs, Xxxx IRAs, Education IRAs, and 403(b) Plans (such accounts, “Retirement Accounts”), the Transfer Agent, at the request and expense of the Fund, provide or arrange for the provision of various services to such plans and/or accounts, which services may include custodial agent services such as account set-up maintenance, and disbursements as well as such other services as the parties hereto shall mutually agree upon.
Investment Accounts Schedule 2 sets forth under the headings “Securities Accounts” and “Commodity Accounts”, respectively, all of the Securities Accounts and Commodity Accounts in which such Grantor has an interest. Except as disclosed to the Administrative Agent, such Grantor is the sole entitlement holder of each such Securities Account and Commodity Account, and such Grantor has not consented to, and is not otherwise aware of, any Person (other than the Administrative Agent) having “control” (within the meanings of Sections 8-106 and 9-106 of the UCC) over, or any other interest in, any such Securities Account or Commodity Account or any securities or other property credited thereto;
Separate Accounts If the Fund has more than one series or portfolio, the Bank will segregate the assets of each series or portfolio to which this Agreement relates into a separate account for each such series or portfolio containing the assets of such series or portfolio (and all investment earnings thereon). Unless the context otherwise requires, any reference in this Agreement to any actions to be taken by the Fund shall be deemed to refer to the Fund acting on behalf of one or more of its series, any reference in this Agreement to any assets of the Fund, including, without limitation, any portfolio securities and cash and earnings thereon, shall be deemed to refer only to assets of the applicable series, any duty or obligation of the Bank hereunder to the Fund shall be deemed to refer to duties and obligations with respect to such individual series and any obligation or liability of the Fund hereunder shall be binding only with respect to such individual series, and shall be discharged only out of the assets of such series.
Absence of Fiduciary Relationship The Company acknowledges and agrees that:
Investment Account The Manager shall maintain an investment account or accounts in the Manager’s name (the “Account”) on behalf of the Principal, any other participating insurer affiliated with the Principal and/or the Ultimate Parent Company, an insurance subsidiary or affiliate of the Principal and/or the Ultimate Parent Company or a pension plan or profit-sharing plan of the Principal, its insurance subsidiaries or affiliates, (collectively, the “Participants”), and shall hold therein all debt obligations, accounts or deposits permitted by the New Hampshire Insurance Code as more fully described on Exhibit A, as may be amended from time to time, and attached hereto and incorporated herein (collectively, “Investments”), deposited in or purchased or otherwise acquired for and on behalf of the Principal and the Participants from time to time pursuant to the terms and conditions of this Agreement. All Investments in the Account shall be Short-Term Obligations.
