Organic Documents; Recordkeeping and Ministerial Matters Sample Clauses

Organic Documents; Recordkeeping and Ministerial Matters. Subject to review by Trust Counsel as to items (a), (b) and (g) below (as appropriate) and execution by Executive Officers (when required), Atlantic shall: (a) Prepare, file, amend as necessary and maintain the Trust's Organic Documents and minutes of the meetings of the Board, any committees thereof, and Shareholders; (b) Prepare such filings as are necessary to maintain the Trust's existence and good standing under applicable state law; (c) Administer direct contracts between the Trust and any Third Party Service Provider, and provide centralized oversight and coordination of all services provided to the Trust by Atlantic; (d) Maintain XXXXX, CUSIP, ticker, news media and tax identification number listings; (e) Provide the Trust adequate general meeting space for scheduled Board meetings and concurrent meetings of its committees; (f) Provide Persons reasonably suitable to the Trust to serve as ministerial officers, including secretary, of the Trust; (g) Assist and consult with the Trust's officers in the negotiation of agreements to which the Trust or a Fund is a party that are related to the operations of the Trust or a Fund; and (h) Facilitate execution of Rule 22c-2 amendments to intermediary agreements to which a Fund is the primary party.
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Organic Documents; Recordkeeping and Ministerial Matters. With respect to the Trust or each Fund, as applicable, and subject to review by Trust Counsel as to items (a), (b) and (g) (as appropriate) and execution by Executive Officers (when required), Citibank shall: (a) Prepare, file, amend as necessary and maintain the Trust's Organic Documents and minutes of the meetings of the Trust's Board, any committees thereof, and Shareholders; (b) Prepare such filings as are necessary to maintain the Trust's existence and good standing under applicable state law; (c) Administer direct contracts between the Trust and any Third Party Service Provider to the Trust, and provide centralized oversight and coordination of all services provided to the Trust by Citibank; (d) Maintain XXXXX, CUSIP, ticker, news media and tax identification number listings; (e) Provide the Trust adequate general meeting space for scheduled Board meetings and concurrent meetings of its committees. (f) Provide persons reasonably suitable to the Trust to serve as ministerial officers, including secretary, of the Trust; (g) Assist and consult with the Trust's officers in the negotiation of agreements to which the Trust or a Fund is a party that are related to the operations of the Trust or a Fund; and APPENDIX C - FUND ADMINISTRATION SERVICES (h) Facilitate execution of Rule 22c-2 amendments to intermediary agreements to which a Fund is the primary party.
Sample 1Sample 2
Organic Documents; Recordkeeping and Ministerial Matters. With respect to the Trust or each Fund, as applicable, and subject to review by Trust Counsel as to items (a), (b) and (g) (as appropriate) and execution by Executive Officers (when required), Atlantic shall: (a) Prepare, file, amend as necessary and maintain the Trust's Organic Documents and minutes of the meetings of the Trust's Board, any committees thereof, and Shareholders; (b) Prepare such filings as are necessary to maintain the Trust's existence and good standing under applicable state law; (c) Administer direct contracts between the Trust and any Third Party Service Provider to the Trust, and provide centralized oversight and coordination of all services provided to the Trust by Atlantic; (d) Maintain XXXXX, CUSIP, ticker, news media and tax identification number listings; (e) Provide the Trust adequate general meeting space for scheduled Board meetings and concurrent meetings of its committees. (f) Provide persons reasonably suitable to the Trust to serve as ministerial officers, including secretary, of the Trust; (g) Assist and consult with the Trust's officers in the negotiation of agreements to which the Trust or a Fund is a party that are related to the operations of the Trust or a Fund; and (h) Facilitate execution of Rule 22c-2 amendments to intermediary agreements to which a Fund is the primary party.
Sample 1
Organic Documents; Recordkeeping and Ministerial Matters. Subject to review by Fund Counsel as to items (a), (b) and (e) below (as appropriate) and execution by Executive Officers (when required), Atlantic shall: (a) Prepare, file, amend as necessary and maintain the Fund's Organic Documents and minutes of the meetings of the Board, any committees thereof, and Shareholders; (b) Prepare such filings as are necessary to maintain the Fund's existence and good standing under applicable state law; (c) Maintain XXXXX, CUSIP, ticker, news media and tax identification number listings; (d) Provide Persons reasonably suitable to the Fund to serve as ministerial officers of the Fund if requested to do so by the Fund; (e) Assist and consult with the Fund's officers in the negotiation of agreements to which the Fund is a party that are related to the operations of the Fund; and (f) Facilitate execution of Rule 22c-2 amendments to intermediary agreements to which the Fund is the primary party.
Sample 1
Organic Documents; Recordkeeping and Ministerial Matters. Subject to review by Trust Counsel as to items (a), (b) and (g) below (as appropriate) and execution by Executive Officers (when required), Atlantic shall: (a) Prepare, file, amend as necessary and maintain the Trust's Organic Documents and minutes of the meetings of the Board, any committees thereof, and Shareholders; (b) Prepare such filings as are necessary to maintain the Trust's existence and good standing under applicable state law; (c) Administer direct contracts between the Trust and any Third Party Service Provider, and provide centralized oversight and coordination of all services provided to the Trust by Atlantic; (d) Maintain XXXXX, CUSIP, ticker, news media and tax identification number listings; (e) Assist and consult with the Trust's officers in the negotiation of agreements to which the Trust or a Fund is a party that are related to the operations of the Trust or a Fund; and (f) Facilitate execution of Rule 22c-2 amendments to intermediary agreements to which a Fund is the primary party.
Sample 1
Organic Documents; Recordkeeping and Ministerial Matters. Subject to review by the Fund’s counsel as to items (a) and (b) and execution by the Fund’s executive officers (when required): (a) Prepare, file, amend as necessary and maintain the Fund’s Organic Documents and minutes of the meetings of the Fund’s Board, any committees thereof, and Fund security holders. (b) Prepare such filings as are necessary to maintain the Fund’s existence and good standing under applicable state law. (c) Administer direct contracts between the Fund and any service provider to the Fund. (d) Maintain, as necessary, XXXXX, CUSIP, ticker, news media and tax identification number listings. (e) Provide persons reasonably suitable to the Fund to serve as ministerial officers, including secretary, of the Fund.
Sample 1

Related to Organic Documents; Recordkeeping and Ministerial Matters

  • Performance of Services in Accordance with Regulatory Requirements; Furnishing of Books and Records In performing the services set forth in this Agreement, the Manager: A. shall conform with the 1940 Act and all rules and regulations thereunder, with all other applicable federal, state and foreign laws and regulations, with any applicable procedures adopted by the Trust’s Board of Trustees, and with the provisions of the Trust’s Registration Statement filed on Form N-1A as supplemented or amended from time to time; B. will make available to the Trust, promptly upon request, any of the Fund’s books and records as are maintained under this Agreement, and will furnish to regulatory authorities having the requisite authority any such books and records and any information or reports in connection with the Manager’s services under this Agreement that may be requested in order to ascertain whether the operations of the Trust are being conducted in a manner consistent with applicable laws and regulations.

  • Compliance Matters (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s compliance program including, but not limited to, the following; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the Fund’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

  • Sub-Advisor Compliance Policies and Procedures The Sub-Advisor shall promptly provide the Trust CCO with copies of: (i) the Sub-Advisor’s policies and procedures for compliance by the Sub-Advisor with the Federal Securities Laws (together, the “Sub-Advisor Compliance Procedures”), and (ii) any material changes to the Sub-Advisor Compliance Procedures. The Sub-Advisor shall cooperate fully with the Trust CCO so as to facilitate the Trust CCO’s performance of the Trust CCO’s responsibilities under Rule 38a-1 to review, evaluate and report to the Trust’s Board of Trustees on the operation of the Sub-Advisor Compliance Procedures, and shall promptly report to the Trust CCO any Material Compliance Matter arising under the Sub-Advisor Compliance Procedures involving the Sub-Advisor Assets. The Sub-Advisor shall provide to the Trust CCO: (i) quarterly reports confirming the Sub-Advisor’s compliance with the Sub-Advisor Compliance Procedures in managing the Sub-Advisor Assets, and (ii) certifications that there were no Material Compliance Matters involving the Sub-Advisor that arose under the Sub-Advisor Compliance Procedures that affected the Sub-Advisor Assets. At least annually, the Sub-Advisor shall provide a certification to the Trust CCO to the effect that the Sub-Advisor has in place and has implemented policies and procedures that are reasonably designed to ensure compliance by the Sub-Advisor with the Federal Securities Laws.

  • Compliance Policies and Procedures To assist the Fund in complying with Rule 38a-1 of the 1940 Act, BBH&Co. represents that it has adopted written policies and procedures reasonably designed to prevent violation of the federal securities laws in fulfilling its obligations under the Agreement and that it has in place a compliance program to monitor its compliance with those policies and procedures. BBH&Co will upon request provide the Fund with information about our compliance program as mutually agreed.

  • Human and Financial Resources to Implement Safeguards Requirements The Borrower shall make available necessary budgetary and human resources to fully implement the EMP and the RP.

  • COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS The Trust assumes full responsibility for its compliance with all securities, tax, commodities and other laws, rules and regulations applicable to it.

  • Compliance with Federal and State Work Authorization and Immigration Laws The Contractor and all subcontractors, suppliers and consultants must comply with all federal and state work authorization and immigration laws, and must certify compliance using the form set forth in Section 7 (“Georgia Security and Immigration Compliance Act Affidavits”). The required certificates must be filed with the Owner and copied maintained by the Contractor as of the beginning date of this contract and each subcontract, supplier contract, or consultant contract, and upon final payment to the subcontractor or consultant. State officials, including officials of the Georgia Department of Audits and Accounts, officials of the Owner, retain the right to inspect and audit the Project Site and employment records of the Contractor, subcontractors and consultants without notice during normal working hours until Final Completion, and as otherwise specified by law and by Rules and Regulations of the Georgia Department of Audits and Accounts.

  • Electronic and Information Resources Accessibility and Security Standards a. Applicability: The following Electronic and Information Resources (“EIR”) requirements apply to the Contract because the Grantee performs services that include EIR that the System Agency's employees are required or permitted to access or members of the public are required or permitted to access. This Section does not apply to incidental uses of EIR in the performance of the Agreement, unless the Parties agree that the EIR will become property of the State of Texas or will be used by HHSC’s clients or recipients after completion of the Agreement. Nothing in this section is intended to prescribe the use of particular designs or technologies or to prevent the use of alternative technologies, provided they result in substantially equivalent or greater access to and use of a Product.

  • Labor Law Information You acknowledge that if you continue to hold shares of Common Stock acquired under the Plan after an involuntary termination of your employment, you may not be eligible to receive unemployment benefits in Russia. Anti-Corruption Information. Anti-corruption laws prohibit certain public servants, their spouses and their dependent children from owning any foreign source financial instruments (e.g., shares of foreign companies such as the Company). Accordingly, you should inform the Company if you are covered by these laws because you should not hold shares of Common Stock acquired under the Plan.

  • Environmental and Safety Matters (a) The Company and its Subsidiaries have at all times complied in all material respects with all applicable Environmental and Safety Requirements, which compliance has included obtaining and complying in all material respects at all times with all material permits, licenses and other authorizations required pursuant to Environmental and Safety Requirements for the occupation of their facilities and the operation of their respective businesses. (b) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither the Company nor any of its Subsidiaries has received any notice, report, order, or directive regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property. (c) Except as set forth in Section 4.27(c) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, or exposed any Person to, any substance (including without limitation any hazardous substance), owned or operated any property or facility which is or has been contaminated by any substance, so as to give rise to any current or future liabilities under any Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposure. (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertaken, or provided any indemnity with respect to, any liability of any other Person relating to Environmental and Safety Requirements. (e) The Company has furnished to Investor true and correct copies of all environmental audits, reports, assessments and all other documents materially bearing on environmental, health or safety liabilities relating to the past or current operations or facilities of the Company and all of its Subsidiaries, in each case which are in its possession or under its reasonable control.

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