OTHER ADMINISTRATIVE SERVICES. 1. Coordinate the layout, printing and electronic delivery of publicly disseminated prospectuses and shareholder reports, make recommendations to improve their effectiveness or reduce expenses.
2. Perform internal audit examinations in accordance with a charter adopted by the Investment Company.
3. Monitor enterprise level risks associated with the services provided herein in accordance with a charter adopted by Investment Company.
4. Develop and recommend changes in the investment strategy and operation of the Investment Company that may be in the interest of its Shareholders.
5. Provide individuals reasonably acceptable to the Board for nomination, appointment, or election as the following officers of the Investment Company, who will be responsible for the management of certain of the Investment Company's affairs as specified in the Investment Company's charter documents and by-laws, subject to direction by the Board: (i) the president and principal executive officer, (ii) the treasurer and principal financial and accounting officer; (iii) the secretary, and (iv) such other officers as are mutually agreeable.
6. For each Fund that is not an ETF, monitor trading activity to help identify market timers and recommend policies to deter market timing.
7. For each Fund that is not an ETF, review potential intermediary clients and existing intermediary clients as appropriate to determine/monitor the client’s ability to adhere to the terms of any servicing agreement between the client and Investment Company.
8. For each Fund that is an ETF, review potential authorized participants and existing authorized participants as appropriate to determine/monitor the authorized participant’s ability to adhere to the terms of the authorized participant agreement between the authorized participant and the Fund’s distributor.
9. Review and recommend changes to the transfer agent’s policies and procedures to mitigate fraud, enhance shareholder services or reduce expenses.
10. Review and recommend changes to policies and procedures and operating processes designed to reduce Fund expenses.
11. Respond to all inquiries or other communications from shareholders and other parties, not otherwise provided by the Investment Company’s other service providers; if the inquiry is more properly responded to by another of the Investment Company’s service providers, referring the individual making the inquiry to the appropriate person.
12. Provide services and support, as requested by the Re...
OTHER ADMINISTRATIVE SERVICES. The Administrator shall perform or supervise the performance by others of other administrative services in connection with the operations of the Portfolios, and, on behalf of the Trust, will investigate, assist in the selection of and conduct relations with custodians, depositories, accountants, legal counsel, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and persons in any other capacity deemed to be necessary or desirable for the Portfolios' operations. The Administrator shall provide the Trustees of the Trust with such reports regarding investment performance as they may reasonably request but shall have no responsibility for supervising the performance by any investment adviser or sub-adviser of its responsibilities. The Administrator shall provide the Trust with regulatory reporting, fund accounting and related portfolio accounting services, all necessary office space, equipment, personnel compensation and facilities (including facilities for Shareholders' and Trustees' meetings) for handling the affairs of the Portfolios and such other services as the Administrator shall, from time to time, determine to be necessary to perform its obligations under this Agreement. The Administrator shall make reports to the Trust's Trustees concerning the performance of its obligations hereunder; furnish advice and recommendations with respect to other aspects of the business and affairs of the Portfolios as the Trust and the Administrator shall determine desirable; and shall provide the Portfolios' Shareholders with the reports described in the Portfolios' then current prospectuses. The Administrator shall calculate the daily net asset value of the Portfolios in accordance with the procedures prescribed in the Trust's Registration Statement and such other procedures as may be established by the Trustees of the Trust. The Administrator will answer such correspondence and inquiries from Shareholders, securities brokers and others relating to its duties hereunder and such other correspondence and inquiries as may from time to time on such terms as may be mutually agreed upon between the Administrator and the Fund. Also, the Administrator may perform other services for the Trust as agreed from time to time, including, but not limited to, preparation and mailing of appropriate Federal income tax forms and returns to the Internal Revenue Service and other appropriate taxing authorities; mailing the annual reports of the Portfolios; and mailing ...
OTHER ADMINISTRATIVE SERVICES. The Issuer hereby authorizes the Administrator, as its agent, to perform, and the Administrator hereby agrees to perform, all administrative services necessary or desirable in connection with the Issuer's existence as a bankruptcy-remote Delaware common law trust holding the assets described hereunder, including but not limited to the following:
a. subject to the directions of the authorized representatives of the Issuer, carrying out and performing the day to day business activities of the Issuer;
b. providing, or causing to be provided, all clerical and bookkeeping services necessary and appropriate for the Issuer, including, without limitation, the following services:
(i) maintaining general accounting records of the Issuer, and preparing for audit such periodic financial statements as may be necessary or appropriate;
(ii) maintaining records of deposit accounts of the Issuer established under the Indenture and the Servicing Documents or otherwise, authorizing withdrawals from such accounts on behalf of the Issuer and taking all other actions on behalf of the Issuer as may be necessary with respect to such accounts;
(iii) (A) preparing for execution by the Issuer and causing to be filed on behalf of the Issuer such income, franchise or other tax returns of the Issuer as shall be required to be filed by applicable law, and (B) causing to be paid by the Issuer, solely out of funds of the Issuer, any taxes required to be paid by the Issuer by applicable law;
(iv) assisting in preparing for execution by the Issuer amendments to and waivers under the Servicing Documents and any other documents or instruments deliverable by the Issuer thereunder or in connection therewith;
(v) holding, maintaining and preserving executed copies of the Servicing Documents (to the extent applicable) and other documents or instruments executed by the Issuer thereunder or in connection therewith;
(vi) assisting in giving such other notices, consents and other communications that the Issuer may from time to time be required or permitted to give under any of the Servicing Documents or other documents executed by the Issuer thereunder or in connection therewith;
(vii) facilitating the annual audit of the financial statements of the Issuer; and
(viii) taking such other actions as may be incidental or reasonably necessary to accomplish the actions of the Administrator authorized under this subsection b;
c. assisting the Issuer in carrying out the investment and reinvestment of the fun...
OTHER ADMINISTRATIVE SERVICES. 1. Arrange for persons or other entities to serve as transfer agent, registrar or dividend disbursing agent as required by the Fund, and provide legal guidance on applicable laws regulating such agents;
2. Arrange for consideration by the Board of appropriate or necessary insurance coverage for the Fund;
3. Develop and implement procedures to monitor each Fund’s compliance with: · Regulatory requirements as required by Rule 38a-1 of the Investment Company Act of 1940, as amended; · Each Fund’s investment policies and restrictions as set forth in each Fund’s currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; · Establishing and maintaining an anti-money laundering program to assist in the Funds’ compliance with the USA Patriot Act and the Bank Secrecy Act; · Performing IRS sub-Chapter M testing; · Reviewing and filing with FINRA semi-annual and annual reports to the extent necessary; · Assisting in training of certain MFS personnel including Portfolio Managers and other investment staff; · Monitoring “Access Persons” transactions and their adherence under the terms of the Funds’ Code of Ethics Policy; · Providing assistance and resources to the Funds’ Independent Chief Compliance Officer (“ICCO”) as requested by the ICCO (it being understood that the costs related to any staff hired by the Funds to support the ICCO are the expenses of the Funds).
4. Prepare, and arrange for the printing and mailing of, any necessary investment communications;
5. Arrange for the printing and mailing of any documents or written materials required to be prepared by or on behalf of the Fund including, without limitation, stock certificates, prospectuses, shareholder reports, shareholder notices, proxy statements and reports to governmental officers and commissions;
6. Arrange for any other printing, production and delivery services required of the Fund and not otherwise specifically provided for under this Agreement;
7. Provide a system of internal controls adequate to carry-out the business of the Fund and arrange for the annual report on internal controls of the Fund and its agents;
8. Review the Fund’s disclosure documents to ensure that disclosures and policies conform to the Fund’s actual operation;
9. Provide for the calculation and timely disbursement of appropriate regulatory authority registration fees; and
OTHER ADMINISTRATIVE SERVICES. The Manager shall:
(a) develop, maintain and monitor internal audit controls, disclosure controls and information technology for the Company;
(b) assist with arranging board meetings and preparing board and committee meeting materials, including, as applicable, agendas, discussion papers, analyses and reports;
(c) prepare and provide such reports and accounting information so as to permit the Board of Directors to determine the amount of the Company’s Cash Available for Distribution and Dividends to the Company’s stockholders, and to assist the Company in making arrangements with the Company’s transfer agent for the payment of Dividends to the stockholders;
(d) obtain, on behalf of the Company, general insurance, director and officer liability insurance and other insurance of the Company not related to the Vessels that would normally be obtained for a company in a similar business to that of the Company;
(e) administer payroll services, benefits and directors fees, as applicable, for the Crew, the President and the Chief Financial Officer and any other employee, officer or director of the Company;
(f) provide office space and office equipment for personnel of the Company at the location of the Manager or as otherwise reasonably designated by the Company, and clerical, secretarial, accounting and administrative assistance as may be reasonably necessary;
(g) provide all administrative services required in connection with any Credit Facility or Other Financing Agreement;
(h) negotiate loan and credit terms with lenders in the ordinary course and monitor and maintain compliance therewith;
(i) negotiate and arrange for interest rate swap agreements, foreign currency contracts and forward exchange contracts;
(j) monitor the performance of investment managers;
(k) at the request and under the direction of the Company, handle all administrative and clerical matters in respect of (i) the call and arrangement of all annual and special meetings of stockholders, (ii) the preparation of all materials (including notices of meetings and proxy or similar materials) in respect thereof and (iii) the submission of all such materials to the Company in sufficient time prior to the dates upon which they must be mailed, filed or otherwise relied upon so that the Company has full opportunity to review, approve, execute and return them to the Manager for filing or mailing or other disposition as the Company may require or direct;
(l) provide, at the request and under the direction...
OTHER ADMINISTRATIVE SERVICES. The Manager shall:
(a) develop, maintain and monitor internal audit controls, disclosure controls and information technology for the Company;
(b) assist with arranging board meetings, director accommodation and travel for board meetings, and preparing meeting materials;
(c) prepare detailed papers and agendas for scheduled meetings of the Board of Directors (and any and all committees thereof) that, where applicable, contain such information as is reasonably available to the Manager to enable the Board of Directors (and any such committees) to base their opinion;
(d) in conjunction with the papers and agendas referred to in paragraph (c) above, prepare or cause to be prepared reports to be considered by the Board of Directors (or any applicable committee thereof) in accordance with the Company’s internal policies and procedures on any acquisition, investment or sale of any part of the Containership Business proposed for consideration by such Board of Directors and otherwise in respect of the performance of the Manager’s obligations under this Agreement;
(e) obtain on behalf of the Company general insurance, director and officer liability insurance and other insurance of the Company not related to the Company’s vessels that would normally be obtained for a company in a similar business to the Company;
(f) administer payroll services, benefits and directors fees, as applicable, for the Crew, Chief Financial Officer and any other employee, officer or director of the Company and for convenience, the Manager may include the Manager’s Personnel, Chief Financial Officer and the Crew in one payroll and human resource system;
(g) provide office space and office equipment for personnel of the Company at the location of the Manager, including a suitable office for the Chief Financial Officer and clerical, secretarial, accounting and administrative assistance as may be reasonably necessary;
(h) provide all administrative services required in connection with the Credit Facility and Other Financing Agreements;
(i) negotiate loan and credit terms with lenders in the ordinary course and monitor and maintain compliance therewith;
(j) negotiate and arrange for interest rate swap agreements, foreign currency contracts and forward exchange contracts;
(k) monitor the performance of investment managers;
(l) at the request and under the direction of the Company, handle all administrative and clerical matters in respect of (i) the call and arrangement of all annual and/or special...
OTHER ADMINISTRATIVE SERVICES. The Manager shall provide other general administrative services to the Owner as requested by the Owner.
OTHER ADMINISTRATIVE SERVICES. For administrative services not covered by the preceding provisions that are relative to carrying out trustee responsibilities beyond routine custodial and accounting duties, the Trustee shall maintain time logs indicating the time spent by its employees and agents on the discharge of its duties as Trustee. Each hour shall be charged at the Trustee's hourly rates then in effect under this Agreement or subsequent amendment. The hourly rates as of the effective date of the Umbrella Trust Agreement are: Department Managers $125.00 Vice Presidents $100.00 All Other Officers $ 75.00 Other Staff $ 35.00 Time spent by the Operations Department of the Trustee on the handling of assets, generation of accounting reports and other standard operations are not subject to an hourly charge.
OTHER ADMINISTRATIVE SERVICES. In addition to the business and ----------------------------- administrative services specifically described above in this Section 3, PQC shall be responsible for providing all other administrative services necessary to the business operations of Medical Group, including without limitation human resource services, administrative support for Medical Group's recruitment efforts, management information systems (including development on a uniform data base across all Pods), accounting services and systems, and advertising, sales and marketing services.
