Common use of Obligations of the Manager Clause in Contracts

Obligations of the Manager. In addition to the obligations expressly provided by the Delaware Trust Statute or this Trust Agreement, the Manager shall: (a) Devote such of its time to the Trust’s business and affairs as it shall, in its discretion exercised in good faith, determine to be necessary to conduct the Trust’s business and affairs for the benefit of the Trust and the Shareholders; (b) Execute, file, record and/or publish all certificates, statements and other documents and do any and all other things as may be appropriate for the Trust’s formation, qualification and operation and for the conduct of its business in all appropriate jurisdictions; (c) Employ attorneys to represent the Trust; (d) Use commercially reasonable efforts to maintain the Trust’s status as a “statutory trust” for state law purposes, and as a “partnership” for U.S. federal income tax purposes; (e) Have responsibility for the safekeeping and use of the Trust Estate, whether or not in the Manager’s immediate possession or control; (f) Enter into an Authorized Participant Agreement with each Authorized Participant and discharge the duties and responsibilities of the Trust and the Manager; (g) Receive from Authorized Participants and process properly submitted Purchase Order Subscription Agreements, as described in Section 3.2(a)(iii); (h) In connection with Purchase Order Subscription Agreements, receive Creation Basket Capital Contributions from Authorized Participants; (i) In connection with Purchase Order Subscription Agreements, deliver or cause the delivery of Creation Baskets to the Depository for the account of the Authorized Participant submitting a Purchase Order Subscription Agreement for which the Manager has received the requisite Transaction Fee and the Trust has received the requisite Creation Basket Capital Contribution, as described in Section 3.2(d); (j) Receive from Authorized Participants and process properly submitted Redemption Orders, as described in Section 8.1, or as may from time to time be permitted by Section 8.2; (k) In connection with Redemption Orders, receive from the redeeming Authorized Participant through the Depository, and thereupon cancel or cause to be cancelled, Shares corresponding to the Redemption Baskets to be redeemed as described in Section 8.1, or as may from time to time be permitted by Section 8.2; (l) Interact with the Trust’s administrator, transfer agent, custodian and other agents as required; (m) Prepare and file all disclosure documents, accounts and reports necessary to ensure the Trust’s compliance with regulatory requirements under the Exchange Act and the CEA; (n) Delegate those of its duties hereunder as it shall determine from time to time to one or more administrators, investment advisers or commodity trading advisors; (o) Refuse to recognize any attempted transfer or assignment of a Share that is not made in accordance with the provisions of Article VI; and (p) Perform such other services as the Manager believes that the Trust may from time to time require.

Appears in 2 contracts

Samples: Trust Agreement (Nuveen Long/Short Commodity Total Return Fund), Trust Agreement (Nuveen Diversified Commodity Fund)

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Obligations of the Manager. In addition a. The Manager shall provide (or cause the Fund's custodian, as defined below, to provide) timely information to the obligations expressly provided by Adviser regarding such matters as the Delaware Trust Statute or this Trust Agreementcomposition of assets of the Fund, cash requirements and cash available for investment in the Manager shall: (a) Devote such of its time to the Trust’s business Fund, and affairs all other information as it shall, in its discretion exercised in good faith, determine to may be reasonably necessary to conduct the Trust’s business and affairs for the benefit Adviser to perform its responsibilities hereunder. b. The Manager has furnished the Adviser a copy of the prospectus and statement of additional information of the Trust and agrees during the Shareholders; (b) Executecontinuance of this Agreement to furnish the Adviser copies of any revisions or supplements thereto at, fileor, record and/or publish all certificatesif practicable, before the time the revisions or supplements become effective. No revisions shall be made nor supplements issued regarding the Fund or the Adviser without the prior review and approval of the Adviser. No written materials naming or relating to the Adviser, its employees or its affiliated companies, other than materials provided or approved by the Adviser, shall be used by the Manager, the Fund or their affiliates in offering or marketing shares of the Fund. The Manager agrees to furnish the Adviser with minutes of meetings of the Trustees applicable to the Fund to the extent they may affect the duties of the Adviser, and with copies of any financial statements or reports made by the Fund to its shareholders, and other documents and do any and all other things as further materials or information which the Adviser may be appropriate for reasonably request to enable it to perform its functions under this Agreement. The Manager shall provide the Adviser with a copy of the Trust’s formation's agreement with the Custodian designated to hold the assets of the Fund (the "Custodian") and any modifications thereto (the "Custody Agreement"), qualification and operation and for copies of such modifications to be provided to the conduct Adviser a reasonable time in advance of its business the effectiveness of such modifications. The assets of the Fund shall be maintained in all appropriate jurisdictions; (c) Employ attorneys to represent the Trust; (d) Use commercially reasonable efforts to maintain custody of the Trust’s status as a “statutory trust” for state law purposesCustodian identified in, and as a “partnership” for U.S. federal income tax purposes; (e) Have responsibility for the safekeeping and use of the Trust Estate, whether or not in the Manager’s immediate possession or control; (f) Enter into an Authorized Participant Agreement with each Authorized Participant and discharge the duties and responsibilities of the Trust and the Manager; (g) Receive from Authorized Participants and process properly submitted Purchase Order Subscription Agreements, as described in Section 3.2(a)(iii); (h) In connection with Purchase Order Subscription Agreements, receive Creation Basket Capital Contributions from Authorized Participants; (i) In connection with Purchase Order Subscription Agreements, deliver or cause the delivery of Creation Baskets to the Depository for the account of the Authorized Participant submitting a Purchase Order Subscription Agreement for which the Manager has received the requisite Transaction Fee and the Trust has received the requisite Creation Basket Capital Contribution, as described in Section 3.2(d); (j) Receive from Authorized Participants and process properly submitted Redemption Orders, as described in Section 8.1, or as may from time to time be permitted by Section 8.2; (k) In connection with Redemption Orders, receive from the redeeming Authorized Participant through the Depository, and thereupon cancel or cause to be cancelled, Shares corresponding to the Redemption Baskets to be redeemed as described in Section 8.1, or as may from time to time be permitted by Section 8.2; (l) Interact with the Trust’s administrator, transfer agent, custodian and other agents as required; (m) Prepare and file all disclosure documents, accounts and reports necessary to ensure the Trust’s compliance with regulatory requirements under the Exchange Act and the CEA; (n) Delegate those of its duties hereunder as it shall determine from time to time to one or more administrators, investment advisers or commodity trading advisors; (o) Refuse to recognize any attempted transfer or assignment of a Share that is not made in accordance with the provisions terms and conditions of, the Custody Agreement (or any sub-custodian properly appointed as provided in the Custody Agreement). The Adviser shall have no liability for the acts or omissions of Article VI; and (pthe Custodian unless such act or omission is required by and taken in reliance upon instruction given to the Custodian by a representative of the Adviser properly authorized to give such instruction under the Custody Agreement. Any assets added to the Fund shall be delivered directly to the Custodian. The Manager shall perform quarterly and annual tax compliance tests to ensure that the Fund is in compliance with Subchapter M and Section 817(h) Perform of the Code. In connection with such other services as compliance tests, the Manager believes shall prepare and provide reports to the Adviser within ten (10) business days of a calendar quarter end relating to the diversification of the Fund under Subchapter M and Section 817(h) of the Code. The Adviser shall review such reports for purposes of determining compliance with such diversification requirements. If it is determined that the Trust may from Fund is not in compliance with the requirements noted above, the Adviser, in consultation with the Manager, will take prompt action to bring the Fund back into compliance within the time to time requirepermitted under the Code (the Adviser's "Tax Compliance Responsibilities").

Appears in 2 contracts

Samples: Sub Advisory Agreement (Lsa Variable Series Trust), Investment Sub Advisory Agreement (Lsa Variable Series Trust)

Obligations of the Manager. In addition (a) The Manager shall continue to have responsibility for all services to be provided to the obligations expressly provided Trust pursuant to the Management Agreement and, as more particularly discussed above, shall oversee and review the Subadviser's performance of its duties under this Agreement. The Manager shall provide (or cause the Trust's custodian to provide) timely information to the Subadviser regarding such matters as the composition of assets in the portion of the Trust managed by the Delaware Subadviser, cash requirements and cash available for investment in such portion of the Trust, and all other information as may be reasonably necessary for the Subadviser to perform its duties hereunder (including any excerpts of minutes of meetings of the Board of Trustees of the Trust Statute or that affect the duties of the Subadviser). (i) The Manager represents that, with respect to the portfolio of the Trust subadvised by the Subadviser: (a) a notice of eligibility claiming exclusion from registration has been filed in accordance with Rule 4.5; and (b) during the term of this Trust Agreement, the Manager shallwill ensure that all requirements necessary in order to claim an exclusion from registration under Rule 4.5 are satisfied. The Manager represent that they are currently exempt from registration as a commodity trading adviser with respect to the Trust. (ii) With respect to any investments, including but not limited to repurchase and reverse repurchase agreements, derivatives contracts, futures contracts, International Swaps and Derivatives Association, Inc. ("ISDA") Master Agreements, Master Securities Forward Transaction Agreement (“MSFTA”), and options on futures contracts, which are permitted to be made by the Subadviser in accordance with this Agreement and the investment objectives and strategies of the Trust, as outlined in the Registration Statement for the Trust, the Manager hereby authorizes and directs the Sub-Adviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent, on behalf of the Trust, brokerage agreements and other documents to establish, operate and conduct all brokerage, collateral or other trading accounts, and executing as agent, on behalf of the Trust, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Subadviser also is hereby authorized to instruct the Trust custodian with respect to any collateral management activities in connection with any derivatives transactions. The Manager acknowledges and understands that they will be bound by any such trading accounts established, and agreements and other documentation executed, by the Subadviser for such investment purposes and agree to provide the Subadviser with tax information, governing documents, legal opinions and other information concerning the Trust necessary to complete such agreements and other documentation. (iii) The Manager shall not (i) use the name, trademark, service maxx, logo, insignia, or other identifying maxx xf the Subadviser or any of its affiliates or any derivative thereof, or (ii) disclose information related to the Subadviser Assets or the business of the Subadviser or any of its affiliates, in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser shall approve all uses of its name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commission; and provided, further that in no event shall such approval be unreasonably withheld. Materials which have been previously approved or those that only refer to the Subadviser’s or the Manager’s name or logo are not subject to such prior approval provided the Subadviser or the Manager shall ensure that such materials are consistent with those which were previously approved by the Subadviser or the Manager. (iv) The Manager agrees to provide or complete, as the case may be, the following prior to the commencement of the Subadviser’s investment advisory services as specified under this Agreement. 1. A list of first tier affiliates and second tier affiliates (i.e., affiliates of affiliates) of the Trust; 2. A list of restricted securities for each Trust (including CUSIP, Sedol or other appropriate security identification); and 3. A copy of the current compliance procedures for each Trust applicable to the subadvisory services to be provided to the Trust. (b) The Manager acknowledges, represent and warrant that: (i) The Trust is a “qualified institutional buyer” (“QIB”) as defined in Rule 144A under the Securities Act of 1933, as amended, and the Manager will promptly notify the Subadviser if the Trust ceases to be a QIB; (ii) it is a professional investor within the meaning given in the Financial Instruments and Exchange Act (Law No 25 of 1948, as amended) of Japan; (iii) it is an institutional investor as defined in section 4A of the Securities and Futures Act (Chapter 289) of Singapore; (iv) it is an “Institutional Professional Investor” as defined under the Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission of Hong Kong (the “Code”) (being a person falling under Paragraphs (a) Devote such to (i) of its time the definition of “professional investor” in Section 1 of Part 1 of Schedule 1 to the TrustSecurities and Futures Ordinance). As the Manager is classified as an Institutional Professional Investor, TRPHK as the Subadviser may elect to dispense with certain regulatory requirements as set out in Paragraphs 15.4 and 15.5 of the Code as well as under the Securities and Futures (Contract notes, Statements of Account and Receipts) Rules when dealing with TRPHK as the Subadviser. Details of these regulatory requirements that may be dispensed with are set out in Schedule B; and (v) the assets in the Trust are free from all liens and charges and undertake that no liens or charges will arise from the acts or omissions of the Manager and the Trust which may prevent the Subadviser from giving a first priority lien or charge on the assets solely in connection with the Subadviser’s business and affairs authority to direct the deposit of margin or collateral to the extent necessary to meet the obligations of the Trust with respect to any investments made pursuant to the Prospectus. (c) The Manager represents that Shares of the Trust are currently offered as it shallunderlying investments of separate account variable annuity portfolios (collectively, “Current Investors”). The Manager agrees that should the Trust be offered in the future to investors other than the Current Investors, the Manager shall provide the Subadviser, in its discretion exercised a manner and with such frequency as is mutually agreed upon by the parties, with a list of (i) each “government entity” (as defined by Rule 206(4)-5 under the Investment Advisers Act of 1940, as amended (“Advisers Act”)), invested in good faith, determine to the Trust where the account of such government entity can reasonably be necessary to conduct identified as being held in the Trust’s business and affairs name of or for the benefit of such government entity on the records of the Trust; and (ii) each government entity that sponsors or establishes a 529 Plan and has selected the Trust and the Shareholders; (b) Execute, file, record and/or publish all certificates, statements and other documents and do any and all other things as may be appropriate for the Trust’s formation, qualification and operation and for the conduct of its business in all appropriate jurisdictions; (c) Employ attorneys to represent the Trust; (d) Use commercially reasonable efforts to maintain the Trust’s status as a “statutory trust” for state law purposes, and as a “partnership” for U.S. federal income tax purposes; (e) Have responsibility for the safekeeping and use of the Trust Estate, whether or not in the Manager’s immediate possession or control; (f) Enter into an Authorized Participant Agreement with each Authorized Participant and discharge the duties and responsibilities of the Trust and the Manager; (g) Receive from Authorized Participants and process properly submitted Purchase Order Subscription Agreements, as described in Section 3.2(a)(iii); (h) In connection with Purchase Order Subscription Agreements, receive Creation Basket Capital Contributions from Authorized Participants; (i) In connection with Purchase Order Subscription Agreements, deliver or cause the delivery of Creation Baskets to the Depository for the account of the Authorized Participant submitting a Purchase Order Subscription Agreement for which the Manager has received the requisite Transaction Fee and the Trust has received the requisite Creation Basket Capital Contribution, as described in Section 3.2(d); (j) Receive from Authorized Participants and process properly submitted Redemption Orders, as described in Section 8.1, or as may from time to time be permitted by Section 8.2; (k) In connection with Redemption Orders, receive from the redeeming Authorized Participant through the Depository, and thereupon cancel or cause option to be cancelled, Shares corresponding to the Redemption Baskets to be redeemed as described in Section 8.1, or as may from time to time be permitted offered by Section 8.2; (l) Interact with the Trust’s administrator, transfer agent, custodian and other agents as required; (m) Prepare and file all disclosure documents, accounts and reports necessary to ensure the Trust’s compliance with regulatory requirements under the Exchange Act and the CEA; (n) Delegate those of its duties hereunder as it shall determine from time to time to one or more administrators, investment advisers or commodity trading advisors; (o) Refuse to recognize any attempted transfer or assignment of a Share that is not made in accordance with the provisions of Article VI; and (p) Perform such other services as the Manager believes that the Trust may from time to time require529 Plan.

Appears in 1 contract

Samples: Subadvisory Agreement (Advanced Series Trust)

Obligations of the Manager. In addition a. The Manager shall provide (or cause the Fund’s Custodian to provide) information to the obligations expressly provided by Subadviser in a timely manner regarding such matters as the Delaware Trust Statute or this Trust Agreementcomposition of assets in the Portfolios, cash requirements and cash available for investment in the Manager shall: (a) Devote such of its time to the Trust’s business and affairs as it shallPortfolios, in its discretion exercised in good faith, determine to be necessary to conduct the Trust’s business and affairs for the benefit of the Trust and the Shareholders; (b) Execute, file, record and/or publish all certificates, statements and other documents and do any and all other things information as may be appropriate necessary for the Trust’s formationSubadviser to perform its responsibilities hereunder. b. The Manager has furnished the Subadviser a copy of the Prospectus and agrees during the continuance of this Agreement on an on-going basis to furnish the Subadviser copies of any revisions or supplements thereto at, qualification or, if practicable, before the time the revisions or supplements become effective. The Manager agrees to furnish the Subadviser with relevant sections of minutes of meetings of the Trustees of the Fund applicable to the Portfolios to the extent they may affect the duties of the Subadviser and operation copies of any procedures adopted by the Trustees applicable to the Subadviser and any amendments thereto; certified copies of any financial statements or reports prepared for the conduct of its business in all appropriate jurisdictions; (c) Employ attorneys to represent the Trust; (d) Use commercially reasonable efforts to maintain the Trust’s status as a “statutory trust” for state law purposes, and as a “partnership” for U.S. federal income tax purposes; (e) Have responsibility for the safekeeping and use Fund by certified or independent auditors; reports of the Trust Estate, whether Fund with respect to the Portfolios to its shareholders or not in to any state or federal regulatory agency; and any further materials or information which the Manager’s immediate possession or control; (f) Enter into an Authorized Participant Agreement with each Authorized Participant and discharge Subadviser may reasonably request to enable it to perform its functions under this Agreement. Manager shall also inform the duties and responsibilities Subadviser of the Trust and results of any audits or examinations by regulatory authorities pertaining to the Manager;assets of the Portfolios or the Subadviser’s responsibilities under this Agreement. (g) Receive from Authorized Participants and process properly submitted Purchase Order Subscription Agreements, as c. Until the Manager delivers to the Subadviser any supplements or amendments to the documents described in Section 3.2(a)(iii);this section 2, the Subadviser shall be fully protected in relying on the most recent versions of such documents previously furnished to the Subadviser. (h) In connection with Purchase Order Subscription Agreements, receive Creation Basket Capital Contributions from Authorized Participants; d. Manager hereby warrants and represents to the Subadviser that (i) In connection it has obtained all applicable licenses, permits, registrations and approvals that may be required in order to serve in its designated capacities with Purchase Order Subscription Agreements, deliver or cause the delivery of Creation Baskets respect to the Depository Portfolios, and shall continue to keep current such licenses, permits, registrations and approvals for so long as this Agreement is in effect; (ii) it will immediately notify the account Subadviser of the Authorized Participant submitting a Purchase Order Subscription occurrence of any event that would disqualify it from serving in its designated capacities with respect to the Portfolios; (iii) this Agreement for which has been duly and validly authorized, executed and delivered on behalf of the Manager has received and is a valid and binding agreement of the requisite Transaction Fee and the Trust has received the requisite Creation Basket Capital Contribution, as described in Section 3.2(d); (j) Receive from Authorized Participants and process properly submitted Redemption Orders, as described in Section 8.1, or as may from time to time be permitted by Section 8.2; (k) In connection with Redemption Orders, receive from the redeeming Authorized Participant through the Depository, and thereupon cancel or cause to be cancelled, Shares corresponding to the Redemption Baskets to be redeemed as described in Section 8.1, or as may from time to time be permitted by Section 8.2; (l) Interact with the Trust’s administrator, transfer agent, custodian and other agents as required; (m) Prepare and file all disclosure documents, accounts and reports necessary to ensure the Trust’s compliance with regulatory requirements under the Exchange Act and the CEA; (n) Delegate those of its duties hereunder as it shall determine from time to time to one or more administrators, investment advisers or commodity trading advisors; (o) Refuse to recognize any attempted transfer or assignment of a Share that is not made Manager enforceable in accordance with its terms; and (iv) it has received a copy of the provisions Subadviser’s Form ADV at least 48 hours prior to the execution of Article VI; andthis Agreement and has delivered a copy of the same to the Trustees. (p) Perform e. Manager hereby acknowledges that in performing its obligations pursuant to this agreement Subadviser will be acting in reliance on the information provided by Manager relating to the financial condition, tax status, and investment objectives of the Fund and the Portfolios. Manager represents and warrants to Subadviser that all such other services as information is, and will be, accurate in all material respects, and that Manager will not fail to disclose any information which, if omitted, might render the Manager believes that the Trust may from time to time requireinformation misleading.

Appears in 1 contract

Samples: Subadvisory Agreement (Sterling Capital Funds)

Obligations of the Manager. In addition a. The Manager shall provide (or cause the Fund's Custodian, as defined below, to provide) timely information to the obligations expressly provided by Adviser regarding such matters as the Delaware Trust Statute or this Trust Agreementcomposition of assets of the Fund, cash requirements and cash available for investment in the Manager shall: (a) Devote such of its time to the Trust’s business Fund, and affairs all other information as it shall, in its discretion exercised in good faith, determine to may be reasonably necessary to conduct the Trust’s business and affairs for the benefit Adviser to perform its responsibilities hereunder. b. The Manager has furnished the Adviser a copy of the prospectus and statement of additional information of the Trust and agrees during the Shareholders; (b) Executecontinuance of this Agreement to furnish the Adviser copies of any revisions or supplements thereto at, fileor, record and/or publish all certificatesif practicable, before the time the revisions or supplements become effective. No revisions shall be made nor supplements issued regarding the Fund or the Adviser without the prior review and approval of the Adviser. No written materials naming or relating to the Adviser, its employees or its affiliated companies, other than materials provided or approved by the Adviser, shall be used by the Manager, the Fund or their affiliates in offering or marketing shares of the Fund. The Manager agrees to furnish the Adviser with minutes of meetings of the Trustees applicable to the Fund to the extent they may affect the duties of the Adviser, and with copies of any financial statements or reports made by the Fund to its shareholders, and other documents and do any and all other things as further materials or information which the Adviser may be appropriate for reasonably request to enable it to perform its functions under this Agreement. The Manager shall provide the Adviser with a copy of the Trust’s formation's agreement with the Custodian designated to hold the assets of the Fund (the "Custodian") and any modifications thereto (the "Custody Agreement"), qualification and operation and for copies of such modifications to be provided to the conduct Adviser a reasonable time in advance of its business the effectiveness of such modifications. The assets of the Fund shall be maintained in all appropriate jurisdictions; (c) Employ attorneys to represent the Trust; (d) Use commercially reasonable efforts to maintain custody of the Trust’s status as a “statutory trust” for state law purposesCustodian identified in, and as a “partnership” for U.S. federal income tax purposes; (e) Have responsibility for the safekeeping and use of the Trust Estate, whether or not in the Manager’s immediate possession or control; (f) Enter into an Authorized Participant Agreement with each Authorized Participant and discharge the duties and responsibilities of the Trust and the Manager; (g) Receive from Authorized Participants and process properly submitted Purchase Order Subscription Agreements, as described in Section 3.2(a)(iii); (h) In connection with Purchase Order Subscription Agreements, receive Creation Basket Capital Contributions from Authorized Participants; (i) In connection with Purchase Order Subscription Agreements, deliver or cause the delivery of Creation Baskets to the Depository for the account of the Authorized Participant submitting a Purchase Order Subscription Agreement for which the Manager has received the requisite Transaction Fee and the Trust has received the requisite Creation Basket Capital Contribution, as described in Section 3.2(d); (j) Receive from Authorized Participants and process properly submitted Redemption Orders, as described in Section 8.1, or as may from time to time be permitted by Section 8.2; (k) In connection with Redemption Orders, receive from the redeeming Authorized Participant through the Depository, and thereupon cancel or cause to be cancelled, Shares corresponding to the Redemption Baskets to be redeemed as described in Section 8.1, or as may from time to time be permitted by Section 8.2; (l) Interact with the Trust’s administrator, transfer agent, custodian and other agents as required; (m) Prepare and file all disclosure documents, accounts and reports necessary to ensure the Trust’s compliance with regulatory requirements under the Exchange Act and the CEA; (n) Delegate those of its duties hereunder as it shall determine from time to time to one or more administrators, investment advisers or commodity trading advisors; (o) Refuse to recognize any attempted transfer or assignment of a Share that is not made in accordance with the provisions terms and conditions of, the Custody Agreement (or any sub-custodian properly appointed as provided in the Custody Agreement). The Adviser shall have no liability for the acts or omissions of Article VI; and (pthe Custodian unless such act or omission is required by and taken in reliance upon instruction given to the Custodian by a representative of the Adviser properly authorized to give such instruction under the Custody Agreement. Any assets added to the Fund shall be delivered directly to the Custodian. The Manager shall perform quarterly and annual tax compliance tests to ensure that the Fund is in compliance with Subchapter M and Section 817(h) Perform of the Code. In connection with such other services as compliance tests, the Manager believes shall prepare and provide reports to the Adviser within ten (10) business days of a calendar quarter end relating to the diversification of the Fund under Subchapter M and Section 817(h) of the Code. The Adviser shall review such reports for purposes of determining compliance with such diversification requirements. If it is determined that the Trust may from Fund is not in compliance with the requirements noted above, the Adviser, in consultation with the Manager, will take prompt action to bring the Fund back into compliance within the time to time requirepermitted under the Code (the Adviser's "Tax Compliance Responsibilities).

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Lsa Variable Series Trust)

Obligations of the Manager. In addition to the obligations expressly provided by the Delaware Trust Statute LLC Law or this Trust Agreement, the Manager shall: (a) Devote such of its time to the Trust’s business and affairs of the Fund as it shall, in its discretion exercised in good faith, determine to be necessary to conduct carry out the Trust’s business and affairs purposes of the Fund, as set forth in SECTION 1.4, for the benefit of the Trust and the Shareholders; (b) Execute, file, record and/or publish all certificates, statements and other documents and do any and all other things as may be appropriate for the Trust’s formation, qualification and operation of the Fund and for the conduct of its business affairs in all appropriate jurisdictions; (c) Retain independent public accountants to audit the accounts of the Fund; (d) Employ attorneys to represent the Trust; (d) Use commercially reasonable efforts to maintain Manager and, as necessary, the Trust’s status as a “statutory trust” for state law purposes, and as a “partnership” for U.S. federal income tax purposesFund; (e) Select and enter into agreements with any service provider to the Fund; (f) Monitor all fees charged to the Fund, and the services rendered by the service providers to the Fund, to determine whether the fees paid by, and the services rendered to, the Fund are at competitive rates and are the best price and services available under the circumstances, and if necessary, renegotiate the fee structure to obtain such rates and services for the Fund; (g) Have fiduciary responsibility for the safekeeping and use of the Trust EstateFund Property, whether or not in the Manager’s immediate possession or control; (fh) Not employ or permit others to employ the Fund Property in any manner except for the benefit of the Fund, including, among other things, the utilization of any portion of the Fund Property as compensating balances for the exclusive benefit of the Manager; (i) At all times act with integrity and good faith and exercise due diligence in all activities relating to the Fund and in resolving conflicts of interest; (j) Enter into an Authorized a Participant Agreement with each Authorized Participant and discharge the duties and responsibilities of the Trust Fund and the ManagerManager thereunder; (gk) Receive directly or through its delegates from Authorized Participants and process properly submitted Purchase Order Subscription AgreementsCreation Orders, as described in Section 3.2(a)(iiiSECTION 2.2(a); (h) In connection with Purchase Order Subscription Agreements, receive Creation Basket Capital Contributions from Authorized Participants; (i) In connection with Purchase Order Subscription Agreements, deliver or cause the delivery of Creation Baskets to the Depository for the account of the Authorized Participant submitting a Purchase Order Subscription Agreement for which the Manager has received the requisite Transaction Fee and the Trust has received the requisite Creation Basket Capital Contribution, as described in Section 3.2(d); (jl) Receive directly or through its delegates from Authorized Participants and process properly submitted Redemption OrdersOrders (if authorized under applicable law), as described in Section 8.1SECTION 4.2(a), or as may from time to time be permitted by Section 8.2SECTION 4.3; (k) In connection with Redemption Orders, receive from the redeeming Authorized Participant through the Depository, and thereupon cancel or cause to be cancelled, Shares corresponding to the Redemption Baskets to be redeemed as described in Section 8.1, or as may from time to time be permitted by Section 8.2; (lm) Interact with the Trust’s administrator, transfer agent, custodian Security Vendors and any other agents party as required; (m) Prepare and file all disclosure documents, accounts and reports necessary to ensure the Trust’s compliance with regulatory requirements under the Exchange Act and the CEA; (n) Delegate those If the Shares are listed, quoted or traded on any Secondary Market, cause the Fund to comply with all rules, orders and regulations of its duties hereunder such Secondary Market to which the Fund is subject as it shall determine from time a result of the listing, quotation or trading of the Shares on such Secondary Market, and take all such other actions that may reasonably be taken and are necessary for the Shares to time to one remain listed, quoted or more administratorstraded on such Secondary Market until the Fund is terminated or the Shares are no longer listed, investment advisers quoted or commodity trading advisorstraded on such Secondary Market; (o) Refuse If the Shares are transferred in a transaction registered under the Securities Act or registered under the Exchange Act, cause the Fund to recognize any attempted transfer comply with all rules, orders and regulations of the SEC and take all such other actions as may reasonably be taken and are necessary for the Shares to remain registered under the Exchange Act until the Fund is terminated or assignment of a Share that is not made in accordance with the provisions of Article VIShares are no longer registered under the Exchange Act; and (p) Perform such other services as Take all actions to prepare and, to the extent required by this Agreement or by law, mail to Shareholders any reports, press releases or statements, financial or otherwise, that the Manager believes that determines are required to be provided to Shareholders by applicable law or governmental regulation or the Trust may from time requirements of any Secondary Market on which the Shares are listed, quoted or traded or, if any Shares are transferred in a transaction registered under the Securities Act or registered under the Exchange Act, the SEC, as applicable. The foregoing clauses of SECTION 5.2 and SECTION 5.2(n) shall be construed both as objects and powers, and the foregoing enumeration of specific powers shall not be held to time requirelimit or restrict in any manner the general powers of the Manager. Any action by the Manager hereunder shall be deemed an action on behalf of the Fund, and not an action in an individual capacity.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Grayscale Digital Large Cap Fund LLC)

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Obligations of the Manager. In addition (a) The Manager shall continue to have responsibility for all services to be provided to the obligations expressly provided Trust pursuant to the Management Agreement and, as more particularly discussed above, shall oversee and review the Subadviser's performance of its duties under this Agreement. The Manager shall provide (or cause the Trust's custodian to provide) timely information to the Subadviser regarding such matters as the composition of assets in the portion of the Trust managed by the Delaware Subadviser, cash requirements and cash available for investment in such portion of the Trust, and all other information as may be reasonably necessary for the Subadviser to perform its duties hereunder (including any excerpts of minutes of meetings of the Board of Trustees of the Trust Statute or that affect the duties of the Subadviser). (i) The Manager represents that, with respect to the portfolio of the Trust subadvised by the Subadviser: (a) a notice of eligibility claiming exclusion from registration has been filed in accordance with Rule 4.5; and (b) during the term of this Trust Agreement, the Manager shallwill ensure that all requirements necessary in order to claim an exclusion from registration under Rule 4.5 are satisfied. The Manager represent that they are currently exempt from registration as a commodity trading adviser with respect to the Trust. (ii) With respect to any investments, including but not limited to repurchase and reverse repurchase agreements, derivatives contracts, futures contracts, International Swaps and Derivatives Association, Inc. ("ISDA") Master Agreements, Master Securities Forward Transaction Agreement (“MSFTA”), and options on futures contracts, which are permitted to be made by the Subadviser in accordance with this Agreement and the investment objectives and strategies of the Trust, as outlined in the Registration Statement for the Trust, the Manager hereby authorizes and directs the Sub-Adviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent, on behalf of the Trust, brokerage agreements and other documents to establish, operate and conduct all brokerage, collateral or other trading accounts, and executing as agent, on behalf of the Trust, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Subadviser also is hereby authorized to instruct the Trust custodian with respect to any collateral management activities in connection with any derivatives transactions. The Manager acknowledges and understands that they will be bound by any such trading accounts established, and agreements and other documentation executed, by the Subadviser for such investment purposes and agree to provide the Subadviser with tax information, governing documents, legal opinions and other information concerning the Trust necessary to complete such agreements and other documentation. (iii) The Manager shall not (i) use the name, trademark, service mxxx, logo, insignia, or other identifying mxxx of the Subadviser or any of its affiliates or any derivative thereof, or (ii) disclose information related to the Subadviser Assets or the business of the Subadviser or any of its affiliates, in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser shall approve all uses of its name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commission; and provided, further that in no event shall such approval be unreasonably withheld. Materials which have been previously approved or those that only refer to the Subadviser’s or the Manager’s name or logo are not subject to such prior approval provided the Subadviser or the Manager shall ensure that such materials are consistent with those which were previously approved by the Subadviser or the Manager. (iv) The Manager agrees to provide or complete, as the case may be, the following prior to the commencement of the Subadviser’s investment advisory services as specified under this Agreement. 1. A list of first tier affiliates and second tier affiliates (i.e., affiliates of affiliates) of the Trust; 2. A list of restricted securities for each Trust (including CUSIP, Sedol or other appropriate security identification); and 3. A copy of the current compliance procedures for each Trust applicable to the subadvisory services to be provided to the Trust. The Manager also agrees to promptly update the above referenced items in order to ensure their accuracy, completeness and/or effectiveness. (b) The Manager acknowledges, represent and warrant that: (ai) Devote such The Trust is a “qualified institutional buyer” (“QIB”) as defined in Rule 144A under the Securities Act of its time 1933, as amended, and the Manager will promptly notify the Subadviser if the Trust ceases to be a QIB; and (ii) The assets in the Trust are free from all liens and charges and undertake that no liens or charges will arise from the acts or omissions of the Manager and the Trust which may prevent the Subadviser from giving a first priority lien or charge on the assets solely in connection with the Subadviser’s authority to direct the deposit of margin or collateral to the Trust’s business and affairs extent necessary to meet the obligations of the Trust with respect to any investments made pursuant to the Prospectus. (c) The Manager represents that Shares of the Trust are currently offered as it shallunderlying investments of separate account variable annuity portfolios (collectively, “Current Investors”). The Manager agrees that should the Trust be offered in the future to investors other than the Current Investors, the Manager shall provide the Subadviser, in its discretion exercised a manner and with such frequency as is mutually agreed upon by the parties, with a list of (i) each “government entity” (as defined by Rule 206(4)-5 under the Investment Advisers Act of 1940, as amended (“Advisers Act”)), invested in good faith, determine to the Trust where the account of such government entity can reasonably be necessary to conduct identified as being held in the Trust’s business and affairs name of or for the benefit of such government entity on the records of the Trust; and (ii) each government entity that sponsors or establishes a 529 Plan and has selected the Trust and the Shareholders; (b) Execute, file, record and/or publish all certificates, statements and other documents and do any and all other things as may be appropriate for the Trust’s formation, qualification and operation and for the conduct of its business in all appropriate jurisdictions; (c) Employ attorneys to represent the Trust; (d) Use commercially reasonable efforts to maintain the Trust’s status as a “statutory trust” for state law purposes, and as a “partnership” for U.S. federal income tax purposes; (e) Have responsibility for the safekeeping and use of the Trust Estate, whether or not in the Manager’s immediate possession or control; (f) Enter into an Authorized Participant Agreement with each Authorized Participant and discharge the duties and responsibilities of the Trust and the Manager; (g) Receive from Authorized Participants and process properly submitted Purchase Order Subscription Agreements, as described in Section 3.2(a)(iii); (h) In connection with Purchase Order Subscription Agreements, receive Creation Basket Capital Contributions from Authorized Participants; (i) In connection with Purchase Order Subscription Agreements, deliver or cause the delivery of Creation Baskets to the Depository for the account of the Authorized Participant submitting a Purchase Order Subscription Agreement for which the Manager has received the requisite Transaction Fee and the Trust has received the requisite Creation Basket Capital Contribution, as described in Section 3.2(d); (j) Receive from Authorized Participants and process properly submitted Redemption Orders, as described in Section 8.1, or as may from time to time be permitted by Section 8.2; (k) In connection with Redemption Orders, receive from the redeeming Authorized Participant through the Depository, and thereupon cancel or cause option to be cancelled, Shares corresponding to the Redemption Baskets to be redeemed as described in Section 8.1, or as may from time to time be permitted offered by Section 8.2; (l) Interact with the Trust’s administrator, transfer agent, custodian and other agents as required; (m) Prepare and file all disclosure documents, accounts and reports necessary to ensure the Trust’s compliance with regulatory requirements under the Exchange Act and the CEA; (n) Delegate those of its duties hereunder as it shall determine from time to time to one or more administrators, investment advisers or commodity trading advisors; (o) Refuse to recognize any attempted transfer or assignment of a Share that is not made in accordance with the provisions of Article VI; and (p) Perform such other services as the Manager believes that the Trust may from time to time require529 Plan.

Appears in 1 contract

Samples: Subadvisory Agreement (Advanced Series Trust)

Obligations of the Manager. In addition (a) The Manager shall continue to have responsibility for all services to be provided to the obligations expressly provided Trust pursuant to the Management Agreement and, as more particularly discussed above, shall oversee and review the Subadviser's performance of its duties under this Agreement. The Manager shall provide (or cause the Trust's custodian to provide) timely information to the Subadviser regarding such matters as the composition of assets in the portion of the Trust managed by the Delaware Subadviser, cash requirements and cash available for investment in such portion of the Trust, and all other information as may be reasonably necessary for the Subadviser to perform its duties hereunder (including any excerpts of minutes of meetings of the Board of Trustees of the Trust Statute or that affect the duties of the Subadviser). (i) The Manager represents that, with respect to the portfolio of the Trust subadvised by the Subadviser: (a) a notice of eligibility claiming exclusion from registration has been filed in accordance with Rule 4.5; and (b) during the term of this Trust Agreement, the Manager shallwill ensure that all requirements necessary in order to claim an exclusion from registration under Rule 4.5 are satisfied. The Manager represents that they are currently exempt from registration as a commodity trading adviser with respect to the Trust. (ii) With respect to any investments, including but not limited to repurchase and reverse repurchase agreements, derivatives contracts, futures contracts, International Swaps and Derivatives Association, Inc. ("ISDA") Master Agreements, Master Securities Forward Transaction Agreement ("MSFTA"), and options on futures contracts, which are permitted to be made by the Subadviser in accordance with this Agreement and the investment objectives and strategies of the Trust, as outlined in the Registration Statement for the Trust, the Manager hereby authorizes and direct the Subadviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent, on behalf of the Trust, brokerage agreements and other documents to establish, operate and conduct all brokerage, collateral or other trading accounts, and executing as agent, on behalf of the Trust, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Subadviser also is hereby authorized to instruct the Trust custodian with respect to any collateral management activities in connection with any derivatives transactions. The Manager acknowledges and understand that they will be bound by any such trading accounts established, and agreements and other documentation executed, by the Subadviser for such investment purposes and agree to provide the Subadviser with tax information, governing documents, legal opinions and other information concerning the Trust necessary to complete such agreements and other documentation. (iii) The Manager shall not (i) use the name, trademark, service mark, logo, insignia, or other identifying mark of the Subadviser or any of its affiliates or any derivative thereof, or (ii) disclose information related to the Subadviser Assets or the business of the Subadviser or any of its affiliates, in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser shall approve all uses of its name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commission; and provided, further that in no event shall such approval be unreasonably withheld. Materials which have been previously approved or those that only refer to the Subadviser's or the Manager's name or logo are not subject to such prior approval provided the Subadviser or the Manager shall ensure that such materials are consistent with those which were previously approved by the Subadviser or the Manager. (iv) The Manager agree to provide or complete, as the case may be, the following prior to the commencement of the Subadviser's investment advisory services as specified under this Agreement. 1. A list of first tier affiliates and second tier affiliates (i.e., affiliates of affiliates) of the Trust; 2. A list of restricted securities for each Trust (including CUSIP, Sedol or other appropriate security identification); and 3. A copy of the current compliance procedures for each Trust applicable to the subadvisory services to be provided to the Trust. The Manager also agrees to promptly update the above referenced items in order to ensure their accuracy, completeness and/or effectiveness. (b) The Manager acknowledges, represents and warrants that: (ai) Devote such The Trust is a "qualified institutional buyer" ("QIB") as defined in Rule 144A under the Securities Act of its time 1933, as amended, and the Manager will promptly notify the Subadviser if the Trust ceases to be a QIB; and (ii) the assets in the Trust are free from all liens and charges and undertake that no liens or charges will arise from the acts or omissions of the Manager and the Trust which may prevent the Subadviser from giving a first priority lien or charge on the assets solely in connection with the Subadviser's authority to direct the deposit of margin or collateral to the Trust’s business and affairs extent necessary to meet the obligations of the Trust with respect to any investments made pursuant to the Prospectus. (c) The Manager represent that Shares of the Trust are currently offered as it shallunderlying investments of separate account variable annuity portfolios (collectively, "Current Investors"). The Manager agrees that should the Trust be offered in the future to investors other than the Current Investors, the Managers shall provide the Subadviser, in its discretion exercised a manner and with such frequency as is mutually agreed upon by the parties, with a list of (i) each "government entity" (as defined by Rule 206(4)- 5 under the Investment Advisers Act of 1940, as amended ("Advisers Act")), invested in good faith, determine to the Trust where the account of such government entity can reasonably be necessary to conduct identified as being held in the Trust’s business and affairs name of or for the benefit of such government entity on the records of the Trust; and (ii) each government entity that sponsors or establishes a 529 Plan and has selected the Trust and the Shareholders; (b) Execute, file, record and/or publish all certificates, statements and other documents and do any and all other things as may be appropriate for the Trust’s formation, qualification and operation and for the conduct of its business in all appropriate jurisdictions; (c) Employ attorneys to represent the Trust; (d) Use commercially reasonable efforts to maintain the Trust’s status as a “statutory trust” for state law purposes, and as a “partnership” for U.S. federal income tax purposes; (e) Have responsibility for the safekeeping and use of the Trust Estate, whether or not in the Manager’s immediate possession or control; (f) Enter into an Authorized Participant Agreement with each Authorized Participant and discharge the duties and responsibilities of the Trust and the Manager; (g) Receive from Authorized Participants and process properly submitted Purchase Order Subscription Agreements, as described in Section 3.2(a)(iii); (h) In connection with Purchase Order Subscription Agreements, receive Creation Basket Capital Contributions from Authorized Participants; (i) In connection with Purchase Order Subscription Agreements, deliver or cause the delivery of Creation Baskets to the Depository for the account of the Authorized Participant submitting a Purchase Order Subscription Agreement for which the Manager has received the requisite Transaction Fee and the Trust has received the requisite Creation Basket Capital Contribution, as described in Section 3.2(d); (j) Receive from Authorized Participants and process properly submitted Redemption Orders, as described in Section 8.1, or as may from time to time be permitted by Section 8.2; (k) In connection with Redemption Orders, receive from the redeeming Authorized Participant through the Depository, and thereupon cancel or cause option to be cancelled, Shares corresponding to the Redemption Baskets to be redeemed as described in Section 8.1, or as may from time to time be permitted offered by Section 8.2; (l) Interact with the Trust’s administrator, transfer agent, custodian and other agents as required; (m) Prepare and file all disclosure documents, accounts and reports necessary to ensure the Trust’s compliance with regulatory requirements under the Exchange Act and the CEA; (n) Delegate those of its duties hereunder as it shall determine from time to time to one or more administrators, investment advisers or commodity trading advisors; (o) Refuse to recognize any attempted transfer or assignment of a Share that is not made in accordance with the provisions of Article VI; and (p) Perform such other services as the Manager believes that the Trust may from time to time require529 Plan.

Appears in 1 contract

Samples: Subadvisory Agreement (Prudential Series Fund)

Obligations of the Manager. In addition (a) The Manager shall continue to have responsibility for all services to be provided to the obligations expressly provided Trust pursuant to the Management Agreement and, as more particularly discussed above, shall oversee and review the Subadviser's performance of its duties under this Agreement. The Manager shall provide (or cause the Trust's custodian to provide) timely information to the Subadviser regarding such matters as the composition of assets in the portion of the Trust managed by the Delaware Subadviser, cash requirements and cash available for investment in such portion of the Trust, and all other information as may be reasonably necessary for the Subadviser to perform its duties hereunder (including any excerpts of minutes of meetings of the Board of Trustees of the Trust Statute or that affect the duties of the Subadviser). (i) The Manager represents that, with respect to the portfolio of the Trust subadvised by the Subadviser: (a) a notice of eligibility claiming exclusion from registration has been filed in accordance with Rule 4.5; and (b) during the term of this Trust Agreement, the Manager shallwill ensure that all requirements necessary in order to claim an exclusion from registration under Rule 4.5 are satisfied. The Manager represents that they are currently exempt from registration as a commodity trading adviser with respect to the Trust. (ii) With respect to any investments, including but not limited to repurchase and reverse repurchase agreements, derivatives contracts, futures contracts, International Swaps and Derivatives Association, Inc. ("ISDA") Master Agreements, Master Securities Forward Transaction Agreement (“MSFTA”), and options on futures contracts, which are permitted to be made by the Subadviser in accordance with this Agreement and the investment objectives and strategies of the Trust, as outlined in the Registration Statement for the Trust, the Manager hereby authorizes and directs the Subadviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent, on behalf of the Trust, brokerage agreements and other documents to establish, operate and conduct all brokerage, collateral or other trading accounts, and executing as agent, on behalf of the Trust, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Subadviser also is hereby authorized to instruct the Trust custodian with respect to any collateral management activities in connection with any derivatives transactions. The Manager acknowledges and understands that they will be bound by any such trading accounts established, and agreements and other documentation executed, by the Subadviser for such investment purposes and agree to provide the Subadviser with tax information, governing documents, legal opinions and other information concerning the Trust necessary to complete such agreements and other documentation. (iii) The Manager shall not (i) use the name, trademark, service mark, logo, insignia, or other identifying mark of the Subadviser or any of its affiliates or any derivative thereof, or (ii) disclose information related to the Subadviser Assets or the business of the Subadviser or any of its affiliates, in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser shall approve all uses of its name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commission; and provided, further that in no event shall such approval be unreasonably withheld. Materials which have been previously approved or those that only refer to the Subadviser’s or the Manager’s name or logo are not subject to such prior approval provided the Subadviser or the Manager shall ensure that such materials are consistent with those which were previously approved by the Subadviser or the Manager. (iv) The Manager agrees to provide or complete, as the case may be, the following prior to the commencement of the Subadviser’s investment advisory services as specified under this Agreement. 1. A list of first tier affiliates and second tier affiliates (i.e., affiliates of affiliates) of the Trust; 2. A list of restricted securities for each Trust (including CUSIP, Sedol or other appropriate security identification); and 3. A copy of the current compliance procedures for each Trust applicable to the subadvisory services to be provided to the Trust. (b) The Manager acknowledges, represent and warrant that: (ai) Devote such The Trust is a “qualified institutional buyer” (“QIB”) as defined in Rule 144A under the Securities Act of its time 1933, as amended, and the Manager will promptly notify the Subadviser if the Trust ceases to be a QIB; and (ii) the assets in the Trust are free from all liens and charges and undertake that no liens or charges will arise from the acts or omissions of the Manager and the Trust which may prevent the Subadviser from giving a first priority lien or charge on the assets solely in connection with the Subadviser’s authority to direct the deposit of margin or collateral to the Trust’s business and affairs extent necessary to meet the obligations of the Trust with respect to any investments made pursuant to the Prospectus. (c) The Manager represents that Shares of the Trust are currently offered as it shallunderlying investments of separate account variable annuity portfolios (collectively, “Current Investors”). The Manager agrees that should the Trust be offered in the future to investors other than the Current Investors, the Manager shall provide the Subadviser, in its discretion exercised a manner and with such frequency as is mutually agreed upon by the parties, with a list of (i) each “government entity” (as defined by Rule 206(4)-5 under the Investment Advisers Act of 1940, as amended (“Advisers Act”)), invested in good faith, determine to the Trust where the account of such government entity can reasonably be necessary to conduct identified as being held in the Trust’s business and affairs name of or for the benefit of such government entity on the records of the Trust; and (ii) each government entity that sponsors or establishes a 529 Plan and has selected the Trust and the Shareholders; (b) Execute, file, record and/or publish all certificates, statements and other documents and do any and all other things as may be appropriate for the Trust’s formation, qualification and operation and for the conduct of its business in all appropriate jurisdictions; (c) Employ attorneys to represent the Trust; (d) Use commercially reasonable efforts to maintain the Trust’s status as a “statutory trust” for state law purposes, and as a “partnership” for U.S. federal income tax purposes; (e) Have responsibility for the safekeeping and use of the Trust Estate, whether or not in the Manager’s immediate possession or control; (f) Enter into an Authorized Participant Agreement with each Authorized Participant and discharge the duties and responsibilities of the Trust and the Manager; (g) Receive from Authorized Participants and process properly submitted Purchase Order Subscription Agreements, as described in Section 3.2(a)(iii); (h) In connection with Purchase Order Subscription Agreements, receive Creation Basket Capital Contributions from Authorized Participants; (i) In connection with Purchase Order Subscription Agreements, deliver or cause the delivery of Creation Baskets to the Depository for the account of the Authorized Participant submitting a Purchase Order Subscription Agreement for which the Manager has received the requisite Transaction Fee and the Trust has received the requisite Creation Basket Capital Contribution, as described in Section 3.2(d); (j) Receive from Authorized Participants and process properly submitted Redemption Orders, as described in Section 8.1, or as may from time to time be permitted by Section 8.2; (k) In connection with Redemption Orders, receive from the redeeming Authorized Participant through the Depository, and thereupon cancel or cause option to be cancelled, Shares corresponding to the Redemption Baskets to be redeemed as described in Section 8.1, or as may from time to time be permitted offered by Section 8.2; (l) Interact with the Trust’s administrator, transfer agent, custodian and other agents as required; (m) Prepare and file all disclosure documents, accounts and reports necessary to ensure the Trust’s compliance with regulatory requirements under the Exchange Act and the CEA; (n) Delegate those of its duties hereunder as it shall determine from time to time to one or more administrators, investment advisers or commodity trading advisors; (o) Refuse to recognize any attempted transfer or assignment of a Share that is not made in accordance with the provisions of Article VI; and (p) Perform such other services as the Manager believes that the Trust may from time to time require529 Plan.

Appears in 1 contract

Samples: Subadvisory Agreement (Advanced Series Trust)

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