Management and Administration 5.1 TxDOT Responsibility for Policy Decisions
Management and Administrative Services The Investment Adviser shall perform, or arrange for its affiliates to perform, the management and administrative services necessary for the operation of the Fund, including administering shareholder accounts and handling shareholder relations. The Investment Adviser shall provide the Fund with office space, facilities, equipment and necessary personnel and such other services as the Investment Adviser, subject to review by the Board of Directors, from time to time shall determine to be necessary or useful to perform its obligations under this Agreement. The Investment Adviser, also on behalf of the Fund, shall conduct relations with custodians, depositories, transfer agents, pricing agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. The Investment Adviser generally shall monitor the Fund's compliance with investment policies and restrictions as set forth in filings made by the Fund under the federal securities laws. The Investment Adviser shall make reports to the Board of Directors of its performance of obligations hereunder and furnish advice and recommendations with respect to such other aspects of the business and affairs of the Fund as it shall determine to be desirable.
Financial, Accounting, and Administrative Services The Manager shall maintain the existence and records of the Corporation; maintain the registrations and qualifications of Fund Shares under federal and state law; monitor the financial, accounting, and administrative functions of the Fund; maintain liaison with the various agents employed by the Corporation (including the Corporation’s transfer agent, custodian, independent accountants and legal counsel) and assist in the coordination of their activities on behalf of 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. 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
COLLECTION AND ADMINISTRATION 42 5.1 Borrower's Loan Accounts ............................................................. 42 5.2 Statements ........................................................................... 42 5.3
Fund Administration ● Prepare annual and semi-annual financial statements utilizing templates for standard layout and printing ● Prepare Forms N-CSR and N-PX ● Prepare and file Forms N-PORT and N-CEN* ● Host annual audits ● Calculate monthly SEC standardized total return performance figures ● Prepare required reports for quarterly Board meetings ● Monitor expense ratios ● Maintain budget vs. actual expenses ● Manage fund invoice approval and bill payment process ● Assist with placement of Fidelity Bond and E&O insurance ● Assist with proxy statements and shareholder meetings ● Calculate daily NAVs ● Transmit NAVs to NASDAQ, transfer agent, adviser and other third parties ● Compute yields, expense ratios, portfolio turnover rates, etc. ● Reconcile cash and investment balances with the Custodian ● Support preparation of financial statements ● Prepare and maintain required Fund Accounting records in accordance with the 1940 Act ● Obtain security valuations from appropriate sources consistent with the Trust’s pricing and valuation policies ● Coordinate EDGARization and file Forms N-CSR, N-PX and other SEC filings ● File Fidelity Bond with SEC ● Coordinate and assist with annual shareholder proxy filing and mailing process ● Send notices of press releases to Fund’s securities exchange and maintain compliance with such exchange requirements. ● Compile and distribute board materials for quarterly board meetings ● Attend and prepare initial draft of minutes for quarterly board meetings ● Maintain board compliance calendar for the Trust with schedule for quarterly board matters and items ● Support secondary offerings through coordination with legal counsel. ● Perform daily prospectus & SAI, SEC investment restriction monitoring ● Provide warning/Alert notification with supporting documentation ● Provide quarterly compliance testing certification to Board of Directors ● Calculate dividend and capital gain distribution rates ● Prepare ROCSOP and required tax designations for Annual Report ● Prepare and coordinate filing of income and excise tax returns o Audit firm to sign all returns as paid preparer ● Calculate/monitor book-to-tax differences ● Provide quarterly Subchapter M compliance monitoring and reporting ● Provide tax re-allocation data for shareholder 1099 reporting ● Prepare and coordinate distribution of 19a-1 filings as required ● Provide the Trust with individuals to serve in the Trust’s President (PEO), Treasurer (PFO), Secretary and Chief Compliance Officer positions. +
General and Administrative 4.1 This Agreement shall be governed in all respects and aspects by the laws of the State of Texas, and the parties hereby agree any legal action concerning this Agreement shall be brought in a court of competent jurisdiction, in Lubbock County, Texas. If counsel is required to enforce terms of this Agreement and/ or corollary agreements, the prevailing party shall be entitled to recover reasonable attorney fees and costs.
4.2 If any provision of this Agreement, or its application to any person or circumstance, is invalid or unenforceable, the remainder of this Agreement or the application of those provisions to other persons or circumstances shall not be affected thereby.
4.3 This Agreement and the attachments hereto, contain the entire Agreement of the parties and there are no representatives, inducements, promises, agreements, arrangements, or undertakings, oral or written, between parties other than those set forth and duly executed in writing. No agreement of any kind shall be binding upon either party unless and until the same has been made in writing and duly executed by both parties. The Agreement shall not be modified or amended except by written agreement executed by both parties.
4.4 The parties have reviewed this Agreement in its entirety and acknowledge each has had a full opportunity to negotiate the Agreements terms. Therefore, the parties expressly waive any and all applicable common law and statutory rules of construction any provision of this Agreement should be construed against the Agreement’s drafter, and agree and affirm the Agreement and all provisions thereof shall in all cases be construed as a whole, according to the fair meaning of the language utilized.
4.5 Failure to insist upon strict compliance with any of the terms, covenants, and conditions hereof shall not be deemed a waiver of such terms, covenants, and conditions, nor shall any waiver or relinquishment of any right or power here under at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times. No waiver shall be valid unless in writing and signed by all parties.
4.6 The captions of each section are added as a matter of convenience only and shall be considered of no effect in the construction of any provision of this Agreement.
4.7 This Agreement may be executed by facsimile or e-mail attachment and/ or in any number of counterparts, any or all of which may contain the signatures of less than all parties, and all of which shall be construed together as but a single instrument and shall be binding on the parties as though originally executed on one originally executed document. All facsimile and e-mail attachment counterparts shall be promptly followed with delivery of original executed counterparts.
4.8 This Agreement shall become effective upon execution of the Group Contract, Group Itinerary, and Group Package Options form by the parties involved.
Files Management and Record Retention relating to Grantee and Administration of this Agreement a. The Grantee shall maintain books, records, and documents in accordance with generally accepted accounting procedures and practices which sufficiently and properly reflect all expenditures of funds provided by Florida Housing under this Agreement.
b. Contents of the Files: Grantee must maintain files containing documentation to verify all funds awarded to Grantee in connection with this Agreement, as well as reports, records, documents, papers, letters, computer files, or other material received, generated, maintained or filed by Grantee in connection with this Agreement. Grantee must also keep files, records, computer files, and reports that reflect any compensation it receives or will receive in connection with this Agreement.
Minor and Administrative Errors A Competent Authority shall notify the Competent Authority of the other Party when the first-mentioned Competent Authority has reason to believe that administrative errors or other minor errors may have led to incorrect or incomplete information reporting or resulted in other infringements of this Agreement. The Competent Authority of such other Party shall apply its domestic law (including applicable penalties) to obtain corrected and/or complete information or to resolve other infringements of this Agreement.
Opinion of General Counsel of the Company The General Counsel of the Company, shall have furnished to the Representatives, at the request of the Company, a written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives and substantially in the form previously agreed by the parties hereto.